Little Spider
by savya398
Summary: After the fall of SHIELD secrets come to light about Peter Parker's life. He thought being a teenage super hero with spider powers was bizarre enough. His life is about to get a lot more complicated than it already is.
1. It's the End of the World

**Disclaimer: I hold no claims in Marvel**

 **This fic is mostly based on the Marvel Cinematic Universe.**

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 **Chapter 1: It's the End of the World**

Peter Parker grinned as he easily dodged yet another fist. It was almost like fighting in slow motion with this guy. Peter told him so, which only served to further anger the big lug. Peter flipped over the thug's back, and loosed a string of web at him. With another swift movement of his wrist the robber flew off his feet, hanging about twenty feet off the ground.

Peter stuck himself to the opposite wall to watch him struggle and curse.

"Yeah, I'd be careful with that. You're only hanging on by a thread, and it's quite a long way down," Peter whistled to better illustrate his point.

The would-be-robber instantly froze where he dangled.

"Maybe a little time out will help you learn your lesson about robbing nice old ladies," Peter mimicked the way one would speak to a preschooler.

"When I get free, I'm going to kill you, you costumed freak!" the thug roared.

"All right, buddy, good luck with that. Now, I have much better places to be than listen to your generic bad guy rant of causing my downfall. I've heard every variation these past few weeks, and its gotten old really quickly," Peter muttered.

With that he climbed to the roof of the building. He ran to the edge and threw himself off the side. A large grin stretched across his face as he fell. The rush of air was exhilarating, knowing that he was perfectly safe even as he plummeted sixty feet. At the last possible moment he shot out a string of webbing at the nearest building. He was yanked upwards, and suddenly he was swinging through the air.

Peter made his way through the city, keeping an eye and ear out for anyone who might need some help. It was a relief now not to have the police constantly on his tail. He could actually help without fear of being harassed and arrested.

No other criminals showed their faces for the rest of the night. Or at least not where Spider-Man could see them. Peter was fast, and his senses were great but not even he could be everywhere at once. He was bound to miss a few things now and again. The thought hurt, but he was only one person. He couldn't be everywhere at every second.

For the rest of the night Peter just enjoyed swinging through the air, stretching his muscles. He'd been restless lately, ever since he'd gotten his powers. His body had grown stronger, and his mind had gotten even sharper. The only way to burn off all of the excess energy was to go out every night as Spider-Man.

However, he'd been having strange dreams lately. They were vivid dreams. And some of them were less dreams and more nightmares. Peter couldn't remember really ever having a lot of nightmares before becoming Spider-Man.

In fact he didn't remember a lot of things before his parents came to live in Brooklyn. His Uncle Ben said it was because he'd hit his head falling off a tire swing when he was seven, giving him amnesia. Peter could sort of remember a tire swing, and the old farmhouse they had lived in when he'd been younger. Aunt May said it had belonged to his mom's family. They'd lived there before his dad had gotten the job at OsCorp, and they moved back into the city to live near Aunt May and Uncle Ben.

Peter had to wonder if his new abilities, which included an accelerated healing ability, had healed the mild concussion he'd gotten when he'd been younger. Now, he was just getting back some of the memories he'd lost from his early years.

Or maybe that wasn't the case at all. Maybe witnessing his Uncle Ben's death, and becoming Spider-Man was just taking a toll on his unconscious mind. Now it was just whipping up bizarre dreams just to screw with him. There was also the crushing guilt he still felt for his part in his uncle's death, and the fear that constantly nagged at him that someone would discover his secrets.

The recurring nightmare he'd been having was certainly something he worried about happening should anyone ever find out he was Spider-Man. He'd be having a nice dream about cotton candy clouds, or eating some of Aunt May's amazing chocolate chip cookies. Then BAM! He was strapped to a cold metal gurney in a room with endlessly looming white walls. Men in white masks, and coats would surround him, blocking any chances of escape. Harsh white lights blared down from behind the men, blinding Peter.

Their faces would be blank, black voids behind the masks. Their voices were slow and droning like flies buzzing around road kill. He wouldn't be able to understand a word they were saying. Somehow it made the situation all the more terrifying because he had no idea what they were about to do. He would be able to hear the whirring of strange machines all around him.

The worst part of the dream came when the men in white coats pulled out syringes. At this point Peter would scream and cry, and beg for someone to save him. Without any sort of preparation they would stab Peter, and plunge whatever substance was in the needle into his system.

First a sensation not unlike the pins and needles feeling when your arm falls asleep would spread across his skin. It was just the calm before the storm. The next part would be so much worse. A raging inferno would engulf Peter. It would feel like his body was burning from the inside out, and his blood had turned into lava.

Peter was certain that the nightmare terrified him so much was because it was just so realistic. He could almost smell the antiseptic in the air, and taste it on his tongue. It terrified him because it was so real. It felt like a memory. But it couldn't be. He'd never been experimented on. Or at least he kept telling himself that.

Not all of his dreams were bad. One was of himself being small and helpless, curled in his mother's arms. Only instead of straight honey brown hair his mother had curly red hair. She would stroke his hair and sing to him softly to him a language that was both foreign and familiar to him.

The dreams with the red haired woman always made him feel safe and warm. She was young and pretty. Sometimes she would be singing to him, other times they'd be playing games. She called him her Little Spider, which never failed to make him smile and laugh.

Peter always looked forward to those dreams. It was sad that he had more of these dreams than he had memories of his own mother.

One of the awful ones was of him being shoved in a small dark space. He would thrash and scream, and claw to get out but he could never escape the small space. Not before a fierce coldness spread through the tube. It would freeze him where he stood, and with the cold spreading through him he would drift off into darkness. Peter would wake up from that particular nightmare with full body shudders, unable to shake off the coldness in his limbs until he took a hot shower.

Peter had done his best to get through the nightmares. He'd been dealing with so many other things at the time that he didn't need the added stress. He didn't need the added stress when he'd been dealing with suddenly having super powers, hunting down Uncle Ben's killer, and Curt Connors turning into a giant lizard.

Once things settled down a bit with Curt Connors hauled off by SHIELD Peter thought the nightmares would calm down too. They were only getting worse.

Peter tried to shake off the thoughts. He came out to forget his problems not obsess over them even more.

He swung around the city until his muscles were appropriately exhausted. Only once he was tired did he go home, and crawl in bed. He was hoping that if he was tired enough he wouldn't dream. Of course like usual he was wrong. As soon as he drifted off to sleep he found himself back into the dream world that was becoming increasingly familiar.

He was smaller now, and curled up in his mama's arms. He was scared even though he was wrapped up in his mama's arms. The men in white were all around them yelling angrily, and his mama was actually scared. It made him even more afraid to see his mama scared. His mama was never afraid. The men in white grabbed him. His mama tried to stop them. She fought them fiercely. But it was hard for her to fight and hold on to Peter too.

In the end they got their way. They struck his mama down, and carried him away. He screamed and screamed for them to let him go. He wanted to go back to his mama.

"Peter."

Peter jolted awake. He nearly leapt upwards to cling to the ceiling before he realized it was only Aunt May.

"Are you alright, sweetheart?" Aunt May asked, pushing a lock of hair back from his forehead.

"Yeah, I'm fine," he assured her, trying to reorient himself.

"You must have been having quite the nightmare. You were screaming," Aunt May worried.

"Sorry for waking you up," Peter murmured.

"Nonsense, you have nothing to be sorry for. I'm just worried about you. You've been having trouble sleeping lately. And just now I could have sworn you were yelling in Russian," Aunt May continued to stroke his hair.

It helped to calm him down.

"Russian?" Peter frowned.

"I think it was Russian," she nodded.

"Huh, I didn't know I was so talented that I could speak another language in my sleep," Peter smirked.

"I suppose so. Do you want me to make you some hot chocolate or maybe some tea?" Aunt May offered.

"No, Aunt May, go back to sleep. I'll be okay," Peter assured her, feeling more than a little embarrassed. He was sixteen years old he could handle a few bad dreams.

She worked long hours at the hospital to bring in more income after Uncle Ben's death. She deserved as much sleep as she could get.

"If you need anything just come and get me. I won't mind," she gave him a quick hug.

He gently hugged her back before shifting to stare up at the ceiling, trying to sort his thoughts and feelings about this newest dream.

He must have eventually been able to fall asleep because he was woken the next morning by the smell of bacon. The rumbling of his stomach had him pulling himself from his warm bed. Aunt May was in the kitchen making pancakes and frying some bacon.

"Good morning," she greeted warmly.

"Morning," he smiled back.

"Did you sleep better once you fell back asleep?" she questioned in concern.

"Yeah, you need any help?" he nodded to the pancake batter.

"No, just sit down. I'm almost finished," she waved him towards the kitchen table.

Peter sat down and watched as she continued making breakfast. They chatted about school, and her work. It was nice to talk about normal, inconsequential things for a little while before jumping into the discussion he wanted to.

"Aunt May, can we talk about my parents?" Peter asked.

He'd waited until the two of them were sitting at the table with their breakfast in front of them before asking. Peter knew he couldn't ignore his dreams anymore. Something wasn't right about them. He couldn't keep pretending that they were just dreams anymore.

"Of course, what do you want to know, Peter?" she smiled warmly at him.

Peter wanted to make a connection to his parents to disprove the dreams.

"Anything, I don't really remember them that well," Peter admitted.

"Hmm, let's see. Uncle Ben told you how they met, right?"

Peter nodded. The briefcase was what had started the whole mess. He'd found the decay rate algorithm in the case, and it had led him to infiltrating OsCorp.

"Your father was brilliant just like you, and your mother was so kind to everyone just like you. They loved to travel. They traveled all over the world together even after they had you," Aunt May smiled.

"Really? I thought we lived in that farmhouse that mom's family owned?" Peter frowned, trying to remember something about that.

"That was only after you turned six. Before that they brought you everywhere with them. Sometimes your Uncle Ben and I wouldn't hear from them for months they would get so involved in whatever it was they were doing. I think your father worked for some company that would send him wherever it was they needed him most, and your mother just tagged along. You were about seven or so when they came back to Brooklyn to settle down. Then it was barely a year after all of you moved back that they… Well, I shouldn't have even brought that up."

Peter glanced away at the somber tone in her voice. After learning about his father's involvement with OsCorp, he couldn't help but wonder if they were at all responsible for his parent's deaths.

"It's fine, Aunt May. Did we ever come to visit before we moved here full time?" Peter wanted to know.

Aunt May pursed her lips, and drummed her fingers on the table. "You know, I don't think you did."

"Not even for Christmas or birthdays?" Peter persisted.

"Now that I think about it, Ben and I didn't even realize they had you until you were six. They were busy a lot or in places that they weren't able to call home. Richard and Ben didn't get the chance to talk a lot. It was only when they moved back to America that we realized they had you. But you were the cutest little thing, though. All big blue eyes, and auburn curls. Now look at you, all grown up. You're sixteen, soon to be seventeen, and a junior in High School. You'll be off at college before I know it. Where does the time go?" Aunt May sighed, and reached up to ruffle his dark reddish-brown hair.

Peter forced a laugh, and ducked away pretending to be affronted as he fixed his hair.

"And you just stay the same, Aunt May," Peter flashed her a little smirk.

Inside his stomach was twisting, and his heart felt like it had sunk into his stomach. Aunt May didn't have any proof that he'd even lived with his parents before the age of six. The evidence that his dreams were more than dreams grew even stronger.

"Oh, Peter Parker, you little charmer," she shoved him playfully.

Peter laughed.

"Hey, I only speak the truth, and Uncle Ben taught me well," Peter smiled.

"Aren't you supposed to be meeting Gwen instead of spending your time with an old lady?" Aunt May didn't look the least bit impressed.

"You could never be old, Aunt May. But yeah, I should probably go," Peter kissed her on the cheek.

She quickly shooed him from the house. It was her first day off in weeks, and she had planned to have a nice long nap. Besides Peter had a lot of things he needed to think about.

Peter made his way to a small café where he'd had plans to meet Gwen. He stopped suddenly when he saw a group of people all clambered around a TV store.

"Is it another invasion?" he heard one woman cry.

"This isn't aliens," another responded.

"At least it's not New York this time. We've had enough with aliens, giant lizards, and costumed freaks running around here," spat one man.

"But it's our nation's capital that's under attack. They tried arresting Captain America," another man shouted.

"It's Hydra. They're back I'm telling you," an old man grumbled.

Peter slipped through the crowd to see what was playing on the screen. He was shocked to see footage of men in black armor yanking Captain America's arms behind his back. The headline proclaimed his arrest in bold, capital letters. The smaller one at the bottom stated that Captain America was wanted for the death of Nick Fury, the Director of SHIELD. It had all just happened and right now there was pure speculation about what was going on.

Peter took off running towards the café. Peter had to fight through the crowded café. People were talking loudly about what was going in DC, and the large TV in the café had the news on. Gwen was waiting for him at a corner booth. She was scrolling through her phone furiously. When he approached she looked up in relief.

"Peter, thank god. This is absolutely nuts," Gwen exclaimed.

"I just saw the news on my way here," Peter agreed as he sat down across from her.

"The story just broke. No one really even knows what's going on yet," Gwen shook her head, her eyes wide with shock.

"They said SHIELD took out a freeway trying to arrest Captain America," Peter just couldn't believe that. Cap was one of his heroes. There was no way he'd do anything to deserve something like that. The guy was just too good.

"Something has to be going on with SHIELD. It will all be sorted out soon. I can't imagine the Captain doing anything that would warrant his arrest," Gwen said, echoing his thoughts.

"Some old guy said it was Hydra behind all of this," Peter told her, even if it sounded completely ridiculous.

"Hydra? But they were defeated back in the 40s," Gwen frowned.

"Hey, they were an organization that was famous for the whole 'cut off one head and two more grow in its place'. Even if, you know, that's inaccurate when it comes to hydra mythology. But anyway, Hydra existing definitely wouldn't be the strangest thing to have happened in the last couple of years. I mean they found Captain America literally chilling in an iceberg, and they were able to thaw him out. Now he's alive and well. Why couldn't Hydra have survived the war too," Peter shrugged.

"It does sort of make sense. Who else would try to frame Captain America?" Gwen nodded.

"Only the worst of the worst," Peter replied firmly.

"So Captain America's been arrested and Hydra may or may not be behind it all. We can revisit it when we actually have more information. How are you, Peter?" Gwen asked.

"What do you mean?" Peter frowned.

She quirked an unimpressed eyebrow at him. "I mean the fact you're giving a raccoon a run for their money with the whole circles around your eyes."

"That's an oddly specific and unnecessary comparison."

"Don't try to deflect, Peter Benjamin Parker," Gwen chastised.

"Hey, only Aunt May can throw out the middle name."

Gwen stared him down.

"It's not exactly an easy job being a high school student by day and a crime-fighting, web slinging superhero by night, Gwen," Peter sighed.

"No, this is something else," Gwen said with utter certainty.

Peter reluctantly told her about the nightmares. It was nice to get them off his chest.

"They sound awful," Gwen murmured.

"Yup, and the worst part is that I can't help but think that they're…"

"They're what?" Gwen prompted when he trailed off.

"Real," Peter finally admitted.

"You mean you think you might have been experimented on?" Gwen frowned.

"I don't know," Peter had been afraid to admit out loud that was what was happening in his dreams.

"I'm sure your parents would never let something like that happen to you," Gwen assured him.

"I know. My Aunt May said they were good people, good parents. But…"

"But what?" she pressed.

"Nothing," Peter shook his head.

"Nothing?" Gwen didn't look convinced.

"Yup, absolutely nothing," Peter nodded.

"Are you sure?"

"It's just these dreams," he blurted out. "I'm still a kid in all of them. I asked my Aunt May this morning about my childhood, just to stop worrying about it but…"

"But whatever she said only made you worry more," she deduced.

"Yeah, she said she, and my Uncle Ben didn't even realize my parents had a son until I was six because they lived overseas and moved around a lot. They didn't meet me until a year later," Peter explained.

"So it's perfectly reasonable, it doesn't mean there's some big conspiracy hiding something from you," Gwen placated.

"Yeah, but, I haven't told you this before but when I was six I fell off my tire swing. I hit my head, and got amnesia. I can't remember anything before I was six," Peter admitted.

"Peter, no one can remember what happened to them before they were six. Our childhood memories are basically a big jumbled ball of mush," Gwen soothed.

"You're right, these dreams are just making me crazy," Peter shook his head, smiling at himself for his insane thoughts.

"No, you're not crazy. You're having these nightmares for a reason. Just know that you can talk to me about them anytime you want. Even if it's the middle of the night you can call me. It helps to get stuff like this off your chest then to just keep it festering inside, which is probably why you're subconscious is dreaming up stuff anyway," Gwen stared him down.

"Yeah, okay. I'll do that," Peter glanced away, touched that she would be willing to do that for him even after he'd inadvertently gotten her father killed.

"And you can pay me back in chocolate," she grinned brightly.

"I'll see what I can do," Peter grinned back, pleased that he had someone to talk to about this stuff.

Their attention was inevitably drawn back towards what was going on in DC. They spent an hour and half watching the video clips of the wreckage, and reporters hypothesizing what had happened. The news had been sent into a further tizzy when Captain America actually managed to escape SHIELD custody. No one really knew what to think anymore.

Eventually their mutual parental figures called them home. They wanted them home with all the strangeness that was going on in DC. He and Gwen said their goodbyes, and headed home.

The rest of the afternoon Peter kept an eye on the news as he finished up some homework. It was a good thing he did because the events in DC only got worse. He called Aunt May in, and the two of them watched as three massive helicarriers crashed into the river and nearby buildings. SHIELD was in complete ruins. According to the news, SHIELD agents were turning against each other, and Captain America had gone down with one of the helicarriers.

Peter did his best to console his Aunt May. She was in tears over what was happening in DC. There was plenty to be upset over. No one really knew the exact sequence of events. They only knew that it was complete carnage at the Triskelion, and other SHIELD bases. SHIELD was fighting against itself, and only time would tell what the outcome would be.

He felt useless not being able to go out and help. But it's not like he even knew what was going on at the moment, and he would just get in the way. Peter decided he would do his part by going out as Spider-Man. However, the criminal element must have all been inside glued to their TVs because there was hardly any activity for him to take care of that night.

He swung around the city, making sure everything was all right. When nothing popped up, he took the time to practice his maneuvers, and test himself. By the end of the night his muscles were well exercised, and he made his way back home. To sleep and have his dreams be filled with the now familiar, vivid images.

The next morning Peter headed to school, and walked right into chaos. He had been expecting everyone to be a bit crazy over what had happened in DC. But he wasn't quite expecting it to this extent. Everyone he passed was hunched over their phones or tablets.

"Peter," Gwen greeted him with a kiss to his cheek.

"Hey, what's up with everyone?" Peter nodded towards a group who was gathered around a single laptop, and muttering amongst themselves.

"You haven't heard then?" Gwen asked as the two of them started walking towards their first class.

"Heard what?"

"Someone downloaded a bunch of SHIELD's secret files onto the Internet. Years upon years of SHIELD secrets were just thrown out there for all the world to see," Gwen continued.

"What?" Peter was shocked. What could have possessed them to do such a thing?

"The most terrifying part is that Hydra was behind this whole attack. They've secretly been hiding inside SHIELD since the very beginning, waiting for its moment to take over. They were going to use the helicarriers to kill anyone who opposed them. Captain America stopped them by stopping the three helicarriers before they could take off. The Black Widow was the one to download all of SHIELD's, and therefore Hydra's, dirty little secrets onto the world wide web," Gwen ranted.

Peter's fingers itched to go look. He didn't have a smartphone like most of his peers. He'd have to run to the computer lab if he wanted to look.

"They weren't able to stop them completely. There are still a lot of Hydra cells out there, and SHIELD is completely ruined. The SHIELD agents that aren't Hydra are being brought up on charges from all of the information that was put online. Hydra went really deep. Top members of governments all around the world were a part of Hydra. Who knows what will happen now. Hydra didn't succeed but they aren't exactly gone either," Gwen spat.

Without SHIELD there wouldn't be anyone to stop Hydra. The Avengers were currently scattered. Tony Stark hadn't made another appearance as Iron Man since New Years when he blew up all of his suits. Thor hadn't been seen since his battle with the dark elves in Europe. The Hulk and Hawkeye hadn't been seen or heard from since the Battle of New York more than a year ago. Captain America and Black Widow along with some newcomer they were calling Falcon had been involved with the entire DC affair.

Peter was barely able to make it through the school day. He was jittery with the desire to start rifling through everything that had been dumped onto the Internet. Everyone else was feeling the same way. Quite a few of his classmates lost their phones that day from using them during class.

When the school day was finally over Peter and Gwen went back to her apartment. Gwen's laptop was much faster than Peter's old desktop no matter how much Peter had fiddled with it.

The two of them settled in her room and she pulled out her laptop. There were tons of different sites being built around SHIELD's secrets. The Government had tried to shut some of them down, and claim all of the information for themselves. But as everyone knew, once something was on the Internet there was no turning back.

"Search for my parents," Peter suggested.

"Why?"

"SHIELD practically knows everything. If my parents are on SHIELD's database that means it was foul play. If they aren't than I suppose it was just a plane crash that killed them," Peter shrugged.

"Okay," Gwen nodded, and typed in their names.

Peter honestly didn't know whether or not he wanted to find something. He walked over to look at a few pictures that Gwen had on her desk so that he wouldn't be hovering over her shoulder constantly. There was a nice picture of her and her father, and another of Peter and Gwen.

Gwen's soft gasp had him whipping around, and quickly moving back to her side. There on her screen was a picture of his parents.

"I don't… I don't think you want to read this, Peter," the blood had left Gwen's face, and she tried to tilt the laptop away from him.

"Gwen, I need to see it," Peter insisted gently.

"I know, I just— I want to protect you," Gwen handed him her laptop.

"Thanks," he shifted so that she could read right alongside him.

Peter shifted his entire focus to the files on the screen. Both of his parents were in SHIELD's database, and not because of his dad's association to OsCorp. His parents had apparently been actual SHIELD agents. According to the records his mom had been a field agent with SHIELD before she met his dad. She'd actually been assigned to keep an eye on him as an up and coming new scientist in the field cross species genetics. They had placed her in the shop because they knew his dad would be going there.

The first report his mom had written up about his dad was in there. It didn't say how they got married but the next file was their marriage license, and the paperwork of Richard Parker officially joining SHIELD. After that there were various reports of missions they had gone on together.

Peter was confused when one of the missions they'd gone on happened to be in June 1998, which just happened to be the month and year he was born. How could they have been infiltrating insurgents making biological weapons when Peter was supposed to have been born during the time they were there undercover?

Peter quickly scanned the following mission reports. He knew they probably wouldn't outright say they'd gone on maternity leave but they had to have at least taken some time off. There was absolutely no mention of them taking any time off. They had literally gone on one mission after another in the few years surrounding Peter's birth. Sure they took a few weeks off here and there for some recuperating time. But there was no way his mom could have been kicking butt while she was heavily pregnant.

Peter was beginning to think that they must have had him through a surrogate. That was until he got to a certain mission report. The two of them had been tasked with looking through an old Soviet base that had recently been accidentally unearthed. It had held some questionable equipment that had immediately put it on SHIELD's radar.

A lot of the report was redacted but there was enough information for Peter to infer that the 0-8-4 also known as an object of unknown origin had been a child. It was a child who they believed had illegally been experimented on, and then abandoned in a cryotube when the project didn't yield the desired results.

The Parkers had been tasked with taking care of that child once they had managed to thaw him out alive. From the reports the boy was practically feral, and had no memories of his life before he'd been cryogenically frozen. He'd been frozen for 36 years, according to the files they had scrounged up from the abandoned base. They could only piece together a vague idea of what his life had been like before being frozen from the old, incomplete files. They'd put the boy's age to be about six years old, and they'd unfrozen him in 2004.

It didn't take a genius to add up all these facts. Peter knew where this was all leading even before he got to the last few pages.

The last few pages were reports on the boy's progress in assimilating to a normal life. He lived with Mary and Richard in a farmhouse in the Vermont countryside for a year before the boy was deemed ready to live amongst civilians. Richard and Mary were given complete legal documentation to prove the boy was their biological son. One year after that Richard and Mary were killed on an assignment.

It didn't state Peter's name but he knew it was him. Who else could it possibly be? The timing was perfect for what Aunt May had just told him about his parents traveling. The information about what had happened to him after Richard and Mary's deaths was completely redacted. SHIELD had apparently decided there was no reason to further study him. But SHIELD spying on him in the past wasn't what worried him at the moment. He was worried about the future. It wouldn't take a genius for someone to look up Mary and Richard's relatives and discover Peter.

He felt the blood rushing in head. He felt shock quickly followed by fear shoot through him. What if someone decided to come looking for him, and picked up where the men in white had left off? He knew for certain now that his dreams and nightmares from the past few months were actually memories.

Peter was an experiment from a shady Soviet organization simply dubbed the Red Room. While the reports stated they failed to yield the results they wanted from Peter something had to have gone right, too.

Peter had survived being cryogenically frozen for 36 years as well as a bite from a radioactive spider. Peter and Gwen had gone back looked over the spiders OsCorp had created after the Lizard debacle. Not a single other person had survived a bite from those spiders. They had a one hundred percent mortality rate. But instead of killing Peter it made him stronger or apparently it just unlocked whatever serum the Red Room people had pumped him full of.

"Peter," Gwen gently touched his arm.

Peter flinched slightly. "Yeah, what? I'm okay."

"You've been staring at the wall for five minutes. I don't think that's the best example of being okay," Gwen said sardonically.

"Well, I did just find out that I am apparently an experiment who was born in 1962. Huh, technically I'm 52 years old. I'm robbing the cradle," Peter laughed, wincing when it came out sounding a bit hysterical.

"You're a regular grumpy old man," Gwen attempted to joke.

"You kids, get off my lawn," Peter rasped back.

Gwen snorted.

"Do you think I know Russian? I mean it had to have been my first language right? Quick say something to me in Russian to see if I understand," Peter demanded.

"Nyet," Gwen said blandly.

"Does that mean night?" Peter joked. He knew what it meant. He remembered screaming it when the men in white strapped him down to a table.

She laughed. "No."

"No, it doesn't mean night."

"No, it means no," she was laughing hard at this point.

Peter smiled, pleased that he'd gotten his desired outcome.

"But seriously, what if someone realizes who I am?" Peter asked quietly.

"There is a ton of information on here, Peter. No one will find it," Gwen reassured him.

"We did," Peter pointed out.

"Because we were looking. I doubt many people will want to specifically look up Richard and Mary Parker," Gwen stated confidently.

"Yeah, after years of working in the shadows, there's got to be a ton of more interesting information to look at," Peter tried to sound as confident as she did.

But Peter was still uneasy. Not only had he found out he was an experiment but his parents weren't his biological parents. In fact he'd only lived with them for two years, and had spent the first six years of his life in a Soviet lab.

All of his nightmares were real, and it was very possible that someone could find him. Or maybe he was just being paranoid. The people from the Red Room had thought he was a failed project. Who would want to look up a failed project?

A tiny part of him was even thrilled to learn that the red haired woman was real. Peter knew she was his biological mother. It just felt right to acknowledge her as such.

"It will be all right, Peter," Gwen laid her hand over his.

This was exactly what Peter attempted to convince himself over the next week. The world was still in complete turmoil about all of the secrets that SHIELD had been keeping from them over the years. So far no reporters or anyone worse had come knocking on his front door to ask if he was the little boy they'd pulled out of the cryotube in some abandoned Russian bunker.

He couldn't help but keep an eye out for people watching him as walked to school or ran out on an errand for Aunt May. Peter knew he was being paranoid but he couldn't shake the feeling that something bad was going to happen. It didn't help that he had started getting even more memories back. Not just of the lab but also of Richard and Mary, and a woman with red hair whose face he could never quite make out.

Aunt May, of course, realized something was bothering him. Peter already felt guilty about keeping the whole Spider-Man thing from her so he found himself blabbing the entire story to her.

When he was finished she wrapped her arms around him and said, "Peter Benjamin Parker, you are my nephew no matter what, and nothing could make me stop caring about you. I love you."

It was only when she wrapped him in her arms that some of the tension he'd been carrying around for the past few weeks, left him. He hadn't realized that a part of him had been worried about her rejection if she found out he wasn't really Richard and Mary's biological child.

"I love you too, Aunt May," Peter hugged her back.

"Lord knows who would pick up after you if you didn't have me," she huffed.

"I've gotten better," Peter argued.

"Well, at least you finally learned how to use a washing machine, and stopped washing that American flag of yours."

Peter flushed. He'd panicked when his suit had turned their laundry various shades of red and blue, and had blurted out the first explanation that had come to his head.

"What do you think Richard and Mary thought about me?" Peter asked hesitantly.

Peter honestly didn't know how to feel about them. He had been their assignment. The only question was if he had been a willing assignment or not so willing one.

"I can't speak for them, or why they made the decisions they did. But I feel pretty confident in saying that they loved you. You were such a shy little thing. You barely said two words that year they moved back here. I suppose we know why now. But Richard and Mary were so good with you, so patient, and you clung to them," Aunt May smiled warmly.

"Right, yeah," Peter nodded.

He wished he could have remembered more about them. Maybe then he would know how to feel about them.

"At least I've got you as an aunt," Peter grinned charmingly at her.

"You bet you do. Now, come help me make dinner," she commanded, swatting him with a towel.

They set to making some spaghetti.

It felt good to finally have it all off his chest, and went a long way in finally accepting the truth of his origins.


	2. SHIELD

**Chapter 2: SHIELD**

Phil Coulson and his team were still reeling from the fallout Hydra had left behind in their wake. Fitz had been seriously hurt by someone they had all trusted. The sting of Ward's betrayal wasn't something that any of them would soon forget.

They had been laying low for the past few weeks, and had only just settled into their new, Hydra free, base. Slowly but surely they had been picking up the pieces. SHIELD agents who were still alive and loyal to SHIELD were slowly trickling into the secure base they set themselves up in.

Phil was still trying to find his footing in this new version of SHIELD that had to work in the shadows with very limited resources. He was doing the best that he could to rebuild SHIELD from the shambles it was in. He didn't know where he would be without his team. He couldn't have been more proud of the way they were holding up. They'd stuck together and somehow they were all getting through this.

Phil was currently in his new office. There were a lot of things that he needed to go over from the cube Fury had given him. There was also the disturbing problem of what he'd been drawing on the wall.

"Hello, Director."

Phil turned.

He had to say he was only mildly surprised to see Natasha Romanoff standing behind him. If any of the Avengers were going to find out he was still alive it would have been Natasha.

She was in civilian clothing but still looked as deadly as ever. She didn't appear to be upset at seeing him alive. Of course sometimes it was even difficult for him to measure what she was feeling. He liked to think he could read her fairly well, and if he was reading it correctly she looked a little tense.

"Natasha, it's nice to see you. How are you?" Phil stood to greet her.

"I think I should be asking you that, considering you're the one that's supposed to be dead," she said casually.

"Technically I was, I just didn't stay that way," Phil smiled as if everything he had suffered and was still suffering wasn't a big deal.

"Right, TAHITI. That's one project that was kept out of SHIELD's main database," Natasha trailed her fingers along his desk.

"Right, I saw what you did with SHIELD's files. All of SHIELD's dirty little secrets out in the open for everyone and their mother to see," Phil had scanned through it to see if his resurrection had been leaked along with everything else.

"Of course, not everything was leaked," Natasha nodded, easily following his train of thought.

"I'm aware. There were some things that Fury didn't trust being put in the mainframe. It's why he had this," Phil pulled out the cube.

"Fury's paranoia has finally paid off. How much have you gotten through?" Natasha didn't even bat an eye at it.

If she knew about him being alive, of course she would know about the cube.

"Not nearly as much as I would like. I haven't exactly had the time what with re-building SHIELD," Phil sighed, suddenly feeling just how exhausted he truly was. There hadn't been a lot of time for sleep lately, and when he did sleep... It wasn't exactly restful.

"There's something I'd like to show you," she looked at the cube expectantly.

Phil understood, and did what she was silently asking. He opened the box and the files sprang up.

Natasha competently navigated her way through the files. She chose one and enlarged it. The rest of the files disappeared leaving only the one behind, floating in front of them.

Phil moved forward to stand beside her to get a better look. He would admit that he was a little surprised to find himself looking at a picture of a little boy with reddish brown curls and blue-gray eyes. The name at the top of the picture shocked him even more. It certainly wasn't something he had been expecting to ever see.

"What am I looking at, Natasha?" Phil asked softly.

The name at the top of the picture read: Romanov, Petrov.

"My son," she answered her voice just as soft.

She waved her hands and the file expanded. Reports, and pictures all pertaining to Petrov Yakov Romanov surrounded them.

"I'd just turned eighteen when I had him. They let me keep him or at least they let me be around him. When he was five I tried to smuggle him out of Russia. I was unsuccessful, and they took him from me. I believed they killed him to punish me for disobeying. It was only 37 years later when a pair of SHIELD agents found him in a cryotube that I learned otherwise. They thawed him out, and the SHIELD agents that found him, Richard and Mary Parker, adopted him. Only Richard, Mary, Fury, Clint, and I knew who he was.

"Richard and Mary died on a mission. Custody was turned over to Richard's brother and his wife at my insistence. Ben Parker died trying to stop a robbery a few months ago but my son still lives with his wife, May Parker. They're great people. I couldn't have asked for anyone better to raise him, to give him a normal life. I've checked in on him now and again. He goes to a high school geared towards science. He's a genius, the second in his class."

Phil would have never imagined he would hear the Black Widow gushing like a proud soccer mom. Phil didn't know whether to laugh or be completely terrified.

He settled for just remaining silent.

"His name is Peter Parker now. He'll be seventeen soon," Natasha brought up a picture from the file.

It was the same boy from the previous picture but more recent, most likely from a school photo. He was older, in his teens now. He was a handsome kid with messy reddish brown hair, blue-gray eyes, and a large grin stretched across his face. Phil could easily see Natasha in his features, and he wondered who the boy's father was.

Natasha was staring at the picture with a deep fondness, love shining in her green eyes.

"What do you need me to do, Natasha?" Phil asked.

"I need you to keep an eye on him for a little while," Natasha stated.

"All right. Why?"

"His identity as my son wasn't on the SHIELD database. Unfortunately, the part about finding a child in a cryotype in an old Soviet bunker was. Richard and Mary's names were on those reports. It's only a matter of time before someone connects them to Peter Parker, and Peter Parker to the little boy in those reports."

"You think Hydra will go after him?" Phil questioned.

"I think it's a possibility. There was information about the Red Room experimenting on Peter in the public files. Hydra will eventually want to know more about their methods. If they don't know already. There's a connection between Hydra and the Red Room. I'm not sure how deeply it goes just yet. It's only recently that I've noticed they had some members in common," Natasha explained her tone clipped, her eyes furious.

"I see," Phil nodded. He made a mental note to look into it himself. When he had the time of course.

He was already trying to figure out who he could spare to watch Peter Parker. However, he couldn't deny the desire to go out and meet the boy for himself. Natasha's son was bound to be an interesting kid.

"Clint's still on his well deserved leave with his family, and there isn't anyone else I trust to do this. I would do it myself but unfortunately I'm still tied up in court with the Senate," annoyance flickered across her features. "So if you can keep an eye on him until I'm free I would be very grateful."

"Of course, consider it done, Natasha," Phil promised.

"Thank you, Phil. It was really nice seeing you," Natasha smiled warmly at him.

"You too, Natasha," Phil smiled back.

Then as quietly as she had arrived, Natasha slipped away.

Phil took a moment to study the rest of the file. It was such a strange concept to think Natasha had a son out there. It was less strange to see that she had allowed him to be raised by someone else.

She would have wanted to give him the life she never had, and she wouldn't have trusted herself to do that. Phil felt a pang at the thought of Natasha watching her son grow up from the sidelines, believing that all of the things she had been forced to do in her past meant that she wasn't good enough to raise her son.

For that reason and because Natasha was his friend he would personally make sure her son was safe. He would fly out personally to scout the area, and send out some feelers to see if anyone was interested in picking Peter up. If everything was all clear he'd leave one of his best to keep a close eye on Peter until Natasha was free.

Phil decided to take the ones he trusted the most on this mission. He left the base to Agent Hartley and her crew. Skye, Melinda, and Trip would be joining him on his trip out to Queens.

The only ones missing were FitzSimmons. But what Simmons was doing was a necessary evil, unfortunately. He just hoped it was the right thing to do. He hated having her there, and didn't want the experience to change her. Or change her more than she already had. They had all been changed by the fall of SHIELD, and he was certain there would be a lot more to come before they managed to defeat Hydra. Fitz, on the other hand, wasn't quite ready for fieldwork. He was still recovering. However, his progress wasn't as swift as they had all hoped especially with Simmons gone.

Phil didn't tell them exactly why they were going. They knew only what was on the public SHIELD database. Peter Parker was just a possible powered person who they needed to check out before Hydra did. As soon as they got to New York City they located Peter through the information provided in the cube.

The mission was supposed to be completely hands off, just observation to make sure Peter was safe. However, it didn't take them long to notice Hydra agents lurking around. Hydra had discovered Peter, and it appeared they were planning on taking Peter in. As soon as they spotted the Hydra agents closing in around Peter they quickly altered their plans. Phil left a quick message for Natasha about the change of plans then he focused completely on getting her son out of there.

Melinda was waiting in the quinjet, Skye and Trip were waiting close by in the SUV to drive them to the quinjet, and he was going to collect Peter. Hydra was planning on grabbing Peter as soon as he reached his home in Queens. They had a trap laying in wait for him there. There were still a few Hydra agents keeping an eye on him now to make certain he was going home.

Phil was going to have to convince him to go with him before he could get there, and before the Hydra agents realized who he was. Phil waited patiently as the students from Midtown High streamed out of the building. It was easy to spot the tall, lean form of Natasha's son.

Phil quickly moved to fall into step beside him, and for a moment he forgot what he was supposed to be doing. It was one thing to see a picture another to see him in person. Peter looked so much like Natasha.

Phil stared too long. It had gotten to the point where it had become creepy. So Peter spoke up.

/

One month had passed since Peter had found out he was technically a 52-year-old Russian experiment.

He'd continued going out at night as Spider-Man. Just because SHIELD was in pieces, and Hydra was running around plotting nefarious Nazi plots it didn't mean that there still weren't run of the mill lowlifes making life difficult for the everyday citizen. It was actually nice since Peter didn't have to worry about J. Jonah Jameson and the Daily Bugle making up some outlandish story about him. They were still too focused on printing stories about the event in DC.

He still kept a close eye on his surroundings. Peter wasn't quite ready to relax his guard just yet. The government was going through all of the SHIELD information. They desperately wanted to be seen doing something in the wake of the devastation caused by SHIELD. Even if it meant arresting members of SHIELD that hadn't been involved with Hydra. It was very likely that they might seek him out for questioning at the very least. Peter still had no idea what he would do if it happened.

But now that he knew his dreams were actually memories, he started focusing on them a little more. Peter was fairly certain he'd gotten nearly all of them back now. At least most of his memories were about his mother, and on the plus side he could now fully speak Russian. Sometimes without even realizing he was doing it. He'd also remembered that he hadn't always been Peter. His first name had once been Petrov.

Peter knew he had only been kept in the lab for a short while before being frozen. It had been difficult to come to terms with the fact that he had actually been experimented on. But both Gwen and Aunt May had been a huge help. He'd talked to them about everything he remembered from the labs, and they'd worked through it. Peter didn't have nightmares nearly as often as he did just a month prior.

It gave him time to think more about where he came from. When he looked up the Red Room on the leaked SHIELD files it turned out that it was the same place that created the Black Widow ops, which was a group of 28-orphaned girls who'd been trained to be assassins and spies.

Peter wondered if his mother had been one of those 28 girls. Either way she was probably gone now either from old age or she had been killed in her line of work. Or she could have even been in hiding to protect herself from past enemies. An assassin was bound to have acquired quite a few over the years. Either way Peter wasn't going to be able to find her anytime soon. He was curious if someone in SHIELD would know her identity. There was a lot of information that had been redacted from Richard and Mary's initial report of finding him. Peter wanted to just what that information could be.

Peter put finding his mother on the backburner. It wasn't something that he was going to be able to accomplish anytime soon. He tried to focus on school and crime fighting. Flash was still annoying, but only because now he was the president of Spider-Man's fan club. Gwen was the best girlfriend he could have asked for. He could always count on her to talk about anything. And he was doing well in all of his classes. There was only one month of school left, and Peter was determined to leave junior year off on a good note after he nearly helped to destroy the school.

Gwen and Peter always said their goodbyes in the school courtyard on the days that Gwen had to go to OsCorp. They made plans for tomorrow, and Peter leisurely started to make his way home.

There was a change to his normal routine. The moment he stepped off of campus a man in a black suit fell into step beside him.

Peter immediately tensed and glanced at the man out of the corner of his eye. He was an ordinary looking man. Not tall or short. His face would have been completely forgettable in a crowd. His light brown hair was thinning at the forehead, and he wore a jovial if bland expression. He didn't appear to be threatening he just walked beside him as if they knew one another, and were walking home together. The man made no moves to grab him, and Peter's spidey sense remained quiet at the back of his skull despite the fact that he was staring intently at Peter.

"So there a reason you're walking right next to me when there's plenty of room on the street?" Peter spoke after a couple of minutes of silence.

"You're in danger," the man stated abruptly, keeping his eyes completely focused in front of him.

"Is that a threat?" Peter demanded, tensing and preparing to fight if he needed to.

"No, it's a fact. See the man reading on the bench?"

Peter turned to look.

"No, don't turn your head. Just look out of the corner of your eyes," the man commanded.

Peter did as he said. The man on the bench was sitting there just calmly reading the paper.

"Yeah, what about him?" Peter asked.

"He's Hydra," the man stated calmly.

"What?" Peter felt panic claw at him.

"I know this might be difficult but I need you to remain calm, and not show any outward signs of distress. Can you do that for me, Peter?" the man asked.

"How do you know my name?" Peter took a few deep breaths and focused on keeping up a relaxed and normal expression.

"My name is Agent Coulson. I don't have a lot of time to explain. I work for SHIELD or well the non-Hydra part of SHIELD. I was sent to watch over you. Your parents were SHIELD agents. But now that Hydra is moving in with the intent to capture you our plans have changed. We need to extract you and move you to a safe location as swiftly as possible," Agent Coulson explained.

"How do I know I can trust you? How do I know you're not actually Hydra, and that if I go with you I won't be walking right into a trap?" Peter demanded.

"Because in a minute the man on the bench will have finished alerting his companions to my presence beside you. In another four minutes Hydra will be descending upon us with the intent of taking you with them. You have three minutes Peter to decide whether or not you can trust me," Agent Coulson said calmly.

"Give me a reason to trust you," Peter demanded desperately.

Peter had no idea what to do if a group of Hydra agents came after him. It would be different if he was wearing his suit. But they would be coming after Peter Parker not Spider-Man. Using his powers would reveal who he was, and they would just come after him with a greater ferocity.

If they didn't know already. Hydra and this Agent Coulson seemed to have made the connection between him and the boy in the cyrotube. What else could they possibly know about him to have decided he was important enough to warrant a kidnapping?

"Right now I can only give you my word that you can trust me," Agent Coulson replied.

This was all happening too quickly. Peter didn't know what to do. But for some strange reason his gut was telling him that he could he trust Agent Coulson.

"Fine, okay. What do we do?" Peter asked, mentally preparing himself for whatever was about to next.

Agent Coulson gave some sort of signal, and a large black SUV pulled up alongside them. Agent Coulson trotted to the side of the car, he pulled the door open, and climbed inside. He left the door open for Peter to follow him in. Peter hesitated for a moment. Was he really about to willingly jump into an unmarked car with a random man who walked up to him on the street?

His hesitation ended when a black hummer squealed around the corner gunning directly for them. Peter's spidey sense went off just before a man in all black gear leaned out of the window and fired at him. He was able to dodge out of the way just in time to see a large silver tranquilizer dart smash into the sidewalk beside him.

After that Peter didn't hesitate to lunge into the waiting SUV. As soon as he was in the driver peeled out of there. Another black armored hummer had appeared around the opposite corner, and was quickly gaining on them from behind. Peter turned to see that another man in black was leaning out of this hummer. But he wasn't firing tranquilizer darts at them.

Peter ducked down as the bullets struck the back windows.

"Don't worry, the windows are all bullet proof," Agent Coulson assured him without a care in the world as if they weren't in the process of being shot at while in a high-speed car chase.

"Well, that's great to know after we've already been shot at," Peter grumbled.

"Should we return fire, sir?" the driver asked.

He was African American with hair cut close to scalp, sharp dark eyes, and a neatly trimmed beard. He looked to be in his twenties, and was a pretty decent getaway driver. He was weaving in and out of traffic at speeds he really probably shouldn't be.

"Not yet, just focus on losing Hydra, and getting us to the quinjet," Agent Coulson replied, keeping an eye on the progress of the two hummers behind them.

"Will do," the driver agreed amicably.

"Skye, how close are we?" Agent Coulson asked the girl in the passenger seat.

She had some sort of scanner in her lap.

"We're about two minutes out from the quinjet," Skye answered.

"Are there any more Hydra reinforcements on their way?" Agent Coulson questioned.

"It looks like there's just the two hummers on our tail. The group watching the house is on their way but we should reach the quinjet before they have a chance to reach us," Skye explained.

"Good," Agent Coulson nodded in satisfaction.

Peter watched as the hummers fell further back, and the shooting stopped. The SUV was big but it was definitely more agile than the hummers.

"So you're really SHIELD?" Peter asked.

"Yup, we're the real deal," Skye turned around to smile at him.

She was pretty with long dark hair, and dark eyes with a hint of Asian ancestry to her features. She looked to be somewhere in her early twenties.

"Okay, cool, at least the whole getting into cars with strangers thing didn't backfire on me," Peter gave a nervous chuckle.

She laughed. "Definitely no worries here. AC here is doing everything he can to put SHIELD back together. Trip here is the grandson of a Howling Commando—"

"No way," Peter breathed in excitement, trying to get a better look at their getaway driver.

"Yup," Trip chuckled.

"We can have formal introductions later. I believe our stop is here," Agent Coulson pointed out.

Trip whipped the car into a sharp turn. The tires squealed as they swung into an abandoned parking lot. To Peter's ever growing surprise there was a jet casually parked there.

"Everybody out, Hydra's still not be far behind and I would prefer to be in the air before they get here."

Agent Coulson didn't need to say it twice. They were all out and running towards the jet before he'd finished speaking. The jet door dropped opened and they quickly made their way on board. The door was still closing as they were lifting off. Peter caught a glimpse of Hydra speeding into the parking lot before the door shut completely. The sounds of gunfire ricocheting off the side of the jet followed them into the air.

It was only when they had reached the clouds that everyone visibly calmed down.

"So what happens now?" Peter asked quietly.

Now that he had a moment to think, the consequences of his situation hit him and hit him hard.

"You're going to come back with us to our base," Agent Coulson stated, regarding him shrewdly. "You don't exactly look too shaken up by all of this."

"Oh, you want me to start screaming? Because I can do that. I'm pretty sure I'm about one second away from losing my sh-ugar," Peter ended lamely. Aunt May wouldn't be pleased if she heard him cursing even if the situation might have warranted it.

"What I mean, Peter, is that you have some understanding as to why Hydra might be after you," Agent Coulson explained.

"I've read the files SHIELD made public. It wasn't too hard to connect the dots," Peter muttered with a shrug.

Agent Coulson didn't look at all surprised by this information. The other two agents looked slightly confused but were trying not to show it.

"Then you understand perfectly why you need to come with us. Hydra doesn't give up once they've settled on a course of action," Agent Coulson regarded him closely.

"I understand, but it doesn't mean I like it. What about my aunt?" Peter panicked as he suddenly remembered Aunt May was still at work. "Hydra could go after her to get to me."

"That's not going to happen. They only want you, and now that they realize we've taken you they won't go after her. They know she isn't aware of your location and she holds no further use to them, and they won't want to waste resources when they're already stretched thin after this failed attempt. However, I will assign someone to keep an eye on her, if you'd like," Agent Coulson promise.

"Yeah, that would be good," Peter nodded fervently. "But I have to call her. To let her know I'm all right."

"We'll find a way to let her know you're alright, quietly. We don't want to bring unnecessary attention to her. Hydra will be monitoring her closely to see if you contact her. If you do they will most likely move in to interrogate her," Agent Coulson cautioned.

Peter nodded reluctantly. He didn't like it, but it made sense. If he contacted her, Hydra would think she knew where he was. They would hurt her to get to him because that's just the kinds of evil, sons of biscuit eaters they were.

"Right, okay," Peter nodded.

He thought about Gwen but he figured the same thing that applied to Aunt May would apply to her. Peter still felt guilty about leaving them to worry over what had happened to him.

"Everything will turn out alright, Peter," Agent Coulson flashed him a small smile.

The man was so calm and steady in all this craziness that Peter couldn't help but believe him.

"Whatever you say, Secret Agent Man," Peter smirked, pulling on some of his confidence he had when he was Spider-Man.

Trip snorted.

"Peter, allow me to introduce Agent Antoine Triplett," Agent Coulson nodded towards the other man.

"Call me, Trip," he insisted as he held out a hand to Peter, a large smile on his face.

"Nice to meet you," Peter shook his hand.

"And this is Agent Skye," Agent Coulson pointed at the young woman.

"Hey," she gave him a little wave.

"Hello," Peter waved back.

"And that's our pilot, Agent Melinda May," Agent Coulson pointed another woman in the cockpit.

She turned briefly to give him a quick yet thorough once over that left Peter like she could see straight into his soul. She was Chinese with shoulder length straight dark hair, and piercing eyes.

Agent May gave him a single nod before turning her attention back to the controls. Peter sensed she was more like Agent Coulson. She'd been in the game a lot longer than Skye and Trip. It was easy to guess that she'd seen and done quite a lot in her time as an agent of SHIELD.

"So how much of SHIELD is actually left?" Peter asked, he was curious. The news didn't really have any answers concerning the situation. The government was trying to keep as much of it buried under the rug as possible.

"Not nearly enough," Agent Coulson sighed, sounding tired.

"How long am I going to have to stay with you guys?" Peter dreaded asking but he was also realistic. He needed to know what their plans were, and whether or not he was going to be forced to make some of his own. He couldn't just stay in hiding from Hydra forever. He had his responsibilities as Spider-Man to think of.

"Hydra knows who you are now, Peter," Agent Coulson began carefully.

"Which means I can't just go back to my normal life. At least not until Hydra's defeated, which I'm not going to hold my breath for. They're like a bad horror movie monster. They're always going to come crawling back from whatever ass whooping they get at the end of the credits," Peter slumped back in his seat.

"That's pretty much a perfect description of them. They're definitely a bench of weasels," Skye grinned at him.

Peter laughed.

"You're going to stay with us for a little while. I'm going to contact your mother, and get some input on what she would like us to do next," Agent Coulson said casually like he hadn't just dropped a huge bomb.

"My mother?" Peter gaped. "Do you mean Mary Parker, mother or like my birth mother, mother."

Peter needed the clarification because he'd set it in his mind that both of them were dead.

"Your birth mother," Agent Coulson regarded him closely, assessing and weighing his reaction.

Suddenly the guy's calm, smooth expression wasn't so comforting.

"She's alive? Shouldn't she be like in her nineties or something by now?" Peter demanded, his mind spinning with possibilities.

"She's 72 actually," Agent Coulson flashed a small, amused smile.

"Seventy-two," Peter mumbled. "So you know who she is. What's her name?"

"Her identity is classified, at least until she gives me permission to tell you. I will tell you she works for SHIELD, and she is the one who asked me to keep an eye on you."

"Why isn't she here?" Peter felt bitterness well inside him.

"She has something she needs to take care of. Neither of us was aware that Hydra was actually planning to snatch you up. We were just there to monitor you, and make sure they weren't in the area until she could come herself."

"If they hadn't been there would you have made contact?"

"No," Agent Coulson stated simply, not pulling any punches.

"Why? Has she known about me all these years and just chosen not to have anything to do with me?" Peter demanded angrily.

"Those are questions you need to ask her. I only know that she cares deeply about you," Agent Coulson said confidently.

Peter silently fumed. He could read between the lines. His birth mother must have known exactly where he was to send someone to watch out for him. Peter had been excited for all of a minute over the fact that he might have an actual chance of meeting his birth mother. Knowing that she'd chosen not to be a part of his life stung.

Where were the brainless thugs that he could beat the crap when he needed them? He could really use some mindless physical task right now to get his mind off the fact that his mother was alive, and had connections with SHIELD.

It did lead him to thoughts about what would happen with him away from the city. He knew it had been doing all right before he'd become Spider-Man. It just seemed like there were more and more powered people coming out of the woodwork lately. Hopefully he could figure something out. Just because Peter Parker couldn't be seen in public didn't mean Spider-Man couldn't be.

The rest of the trip to the super secret SHIELD base was made in relative silence. Peter was still trying to get over just how quickly his entire life had changed, and the fact that his birth was alive out there somewhere. The SHIELD agents each seemed to be lost in their own thoughts. The last month had to have been difficult for them. SHIELD had been completely infiltrated by Hydra. From what he and Gwen had read partners who had worked together for years had turned on one another. It was friends against friends.

Peter leaned back, and tried not to think about what might happen in the future.

* * *

 **Thanks for the enthusiastic response to this story!**

 **This is going to end being more of a mix between the MCU and the Marvel comic verse. I'm pulling ideas from both and trying to mesh them together.**

 **I have the next two chapters already written but I still have a few plot points I need to work before I can post them.**


	3. The Black Widow's Baby

**Chapter 3: The Black Widow's Baby**

The journey to the top-secret base didn't take all that long. Before he could officially enter the base, affectionately named the Playground, Peter had to be vetted by Agent Billy Koenig. Of course he passed and was given a laminated pass. Trip offered to take him on a tour of the underground bunker. It was pretty awesome to learn that this had been one of the secret bases for the beginning of SHIELD. Agent Peggy Carter had walked these very halls.

Skye and Agent May went off to see to whatever duties they had. Agent Coulson went to go apprise his birth mother of the situation. Peter wanted to follow him. But the other agents wouldn't let him out of their sights long enough of for him to slip away.

The tour ended up with them in the cafeteria. Trip introduced him to some of the other agents. He met Bobbi, Mack, and Hunter. He couldn't even begin to make small talk with them he was too anxious about how Agent Coulson's conversation was going with his mother.

Trip tried drawing him into conversation by asking him about school and his classes.

"Maybe you'd like to visit the labs," Mack offered, when Peter told them about his interests in biochemistry.

"Yeah, okay," Peter agreed.

Anything to distract himself from whether or not his mother would actually agree to meet him. He could admit to himself that he was holding on to the smallest sliver of hope that she would.

The lab was completely modern despite being in a base that hadn't been used since the 60s. Peter met one of the scientists, Leo Fitz. He stumbled over his words a bit sometimes but he was obviously brilliant. It was easy for Peter to forget what he was doing here while the two of them were talking about some of the different tech Fitz was working on.

Tech wasn't really Peter's thing but he knew enough to get by. He'd created his web shooters in order to shoot the web that his own body produced further and faster than it naturally could from his wrists. Bio-chem and bio-physics was much more Peter's thing, and Peter told Fitz as much.

"You missed out then. My partner… Simmons those were much more her fields of…" Fitz stuttered.

"Expertise," Peter added in what he hoped was a helpful manner.

Fitz dipped his head gratefully at Peter.

"Did she…? I mean, she's still alive… right?" Peter asked, not really sure how to ask such a thing. A lot of SHIELD agents had lost their lives when Hydra came out into the light.

"Oh, no, she's alive. She just isn't…" Fitz shrugged looking around helplessly. It was obvious that her not being there with him was really affecting him.

"Oh, cool, you know, that she's alive and everything," Peter said awkwardly.

As Spider-Man he could keep the quips and wisecracks coming. But as soon as that mask came off, shy and socially awkward Peter Parker was constantly making an idiot of himself.

Fitz bobbed his head.

"Here, do you want to see the uh… the dwarves?" Fitz ushered him over to see the state of the art drones he'd created.

The two of them were working on tweaking the little bots, giggling like school children as they made them dance around.

"Uh hum."

Peter and Fitz turned their attention to the entrance to the lab. Agent May was standing there, not looking the least bit impressed by the new agility Peter and Fitz had managed to program into the little flying bots.

"Agent Coulson needs to see you," she stated.

Peter and Fitz both pointed to themselves.

"Peter," she clarified with a look of deep exasperation.

"Thanks for letting me hang out with you," Peter made his way towards Agent May.

"Oh, uh, anytime. You're, uh, certainly welcome," Fitz flashed a half smile towards him.

Peter smiled back before following Agent May. She led him back through the compound. Their journey ended in what Peter assumed to be Agent Coulson's office. He was waiting there for Peter. Agent May left them alone as soon as Peter was settled into the office.

"Have a seat," Agent Coulson waved him towards one of the chairs in front of the large desk.

"This is a pretty swanky office," Peter settled himself down in the chairs, his gaze flickering all around the office.

"Thank you, as acting Director of SHIELD I did get dibs on the best office," Agent Coulson flashed him a small smile.

"Acting Director?" Peter asked in surprise.

"For what's left of SHIELD," Agent Coulson nodded, looking pensive.

"It had to have been a pretty rough month for you guys," Peter knew it was probably a massive understatement.

"Rough for you too, I imagine," Agent Coulson replied knowingly.

"Yeah," Peter looked away.

"It can't have been easy learning about your past," the man looked truly sympathetic.

"No, but I guess me being a refrigerated Soviet experiment is not any weirder than anything else that's happened the past few years. Iron Man, finding Captain America in the ice, Norse gods, aliens, and my favorite scientist can turn into a very angry version of the Jolly Green Giant," Peter rambled.

"I've met all of them you know," Agent Coulson stated casually.

"The Avengers?" Peter would forever deny the girlish squeal he produced.

"Yes," Agent Coulson chuckled.

"Wow," Peter attempted to retain some of his cool. If he even possessed any to begin with.

"It's all right. I've always been a huge fan of Captain America. When I actually got the chance to meet him I'm fairly certain that I came off as a little… fanatical," the agent actually looked embarrassed by the admission.

Peter smiled. "I'd probably be the same."

The two of them fell into a companionable silence. Peter desperately wanted to bring up whether or not he had spoken to his birth mother. But at the same time he was afraid to. He would finally find out if his birth mother actually wanted anything to do with him or not.

"I talked to your mother."

"Yeah?" Peter attempted to sound casual.

He was pretty sure that the uneasy shifting in his seat gave him away.

"She's going to come pick you up," Agent Coulson informed him.

"She is? When?" Peter's eyes widened. "Do I get to know who she is before she gets here?"

"She should be here soon. I think she would like to wait and introduce herself to you."

"Can't you tell me anything about her?" Peter sighed, letting his head flop against the back of the chair. The anticipation was killing now that his initial sting of anger had passed.

Agent looked contemplative. "Alright, but you can't tell her I told you this."

"Thank you," Peter eagerly leaned forward. He wanted to learn anything he could about his birth mother to prepare him for when they met.

"Your birth mother loves you dearly. She thought giving you to the Parkers would give you the chance at the normal life that she didn't have."

"Why?" Peter questioned

"It's complicated, Peter," Agent Coulson asserted.

Peter sighed. Of course it was. Everything in Peter's life just had to be complicated.

"Would you like to hear about the first time the Avengers met each other while we wait?" Agent Coulson asked.

"Everyone's heard about the Battle of New York," Peter muttered sullenly.

"That wasn't the first time they met. No, the first time they met they didn't exactly like each other," Agent Coulson persisted despite Peter's sulky mood.

Peter couldn't deny that he was interested. He forcibly shook himself from his sulky mood. It wasn't Agent's fault, and he would be getting answers sooner or later about his mother.

Peter listened avidly as Agent Coulson talked all about the Avengers first meeting. Peter quickly found himself laughing. Agent Coulson told him about Tony Stark bursting in on the deck of the helicarrier only to call out some poor agent who was playing Gallaga. Peter never would have thought that the agent had a sense of humor.

"Phil, what sort of lies are you telling my son?"

Peter whipped around. Even with his advanced senses he hadn't heard anyone enter the room. But there she was standing in the middle of the room.

It was the woman from his memories. She looked a little older than he remembered but not by much. She certainly looked closer to 27 instead of her actual age of 72. Her hair was shorter and straighter than he remembered. But it was her.

"Mama," the word slipped out before Peter could stop himself.

"Petrov," she greeted, her familiar green eyes shining with love.

Peter smiled. He hadn't been prepared for the unexpected rush of warmth and love he would feel at the sight of her. All of his happy memories of her had flashed to the forefront of his mind, and he couldn't help but smile at the sight of her.

" _You look the same,_ " Peter consciously spoke Russian for the first time. It was a little surprising how easily the words came to him.

" _And you're all grown up,"_ she smiled, her eyes roving over his face, taking in every little detail.

" _It happens_ ," Peter shrugged uncomfortably.

 _"You remember_ ," she stated. " _How much_?"

" _Everything, or at least close enough_ ," Peter stared back.

A look of deep sorrow settled across her features.

" _You didn't remember anything when you came out of cyrosleep. I thought it was for the best if I let it stay that way. You could have a new life without remembering the horrors of your previous life, and that included me_ ," she murmured softly.

" _What if I wanted you in my life?_ " Peter murmured.

" _I had a lot of red in my ledger back then. I still do. But I'm working on it. I wasn't in a place where I could take care of you and give you everything you deserved_ ," she explained.

Peter nodded. It was a relief to hear those words from her lips.

" _What about now? Can we get to know each other now_?" Peter asked.

" _I would like nothing more, little spider_ ," she smiled warmly.

The term of endearment had him freezing. He took a few deep breaths, and tried to relax himself. It was obvious that her leaving him didn't have anything to do with him. She was struggling with herself. She hadn't trusted herself to raise Peter, and he could understand that. From what he remembered of life in the Red Room it hadn't been pleasant. It made him feel guilty about his initial burst of anger towards him.

"I'll just leave the two of you alone," Agent Coulson cut in to the silence.

He didn't wait for either of them to respond. He quickly fled from his own office.

"Let's start with your name. I have no idea what it is," Peter kept his attention focused on his mother.

"My name is Natalia Alianovna Romanova. Most know me as Natasha Romanoff now or simply as the Black Widow," she stated, holding his eyes so that he would understand she was being completely serious.

"The Black Widow? The Avenger, Black Widow? But how? Your file on the SHIELD database said you were in your early thirties. I looked it up after reading about the Black Widow ops to see if you were a part of it. But there wasn't anything to connect you to it," Peter's mind was reeling.

His mother was an Avenger. She was _that_ Black Widow. The one people were constantly talking about. There weren't any close ups of her face. Her and Hawkeye being actual spies had done their best to keep out of the spotlight after the Battle of New York. SHIELD had also used their influence to keep their pictures out of the media. She'd been in court over the past few months over the information that she had leaked to the public. Peter hadn't taken the time to watch the proceedings. Maybe if he had he would have discovered his mother's identity much sooner.

"The vast majority of my past was covered up when I came to work for SHIELD, and therefore wasn't put into SHIELD's mainframe. You were one of those things. I couldn't keep you out of it completely but your connection to me was kept private. Only a handful of people know about you."

Peter slowly sank back into his chair. She sat in the chair beside him.

"So…" Peter began.

"So," she gave him an encouraging smile.

His mother looked relaxed and at ease but Peter could see the nervousness in her eyes.

"You're Natasha Romanoff, the Black Widow."

"Yes," she nodded firmly.

"You're my mom."

It was strange to say the words. It was strange to reconcile that the woman from his memories and the infamous Black Widow were in fact the same person.

"I am," she nodded again.

"How?" Peter wanted to know.

He had his memories but they were a child's memories. Children's perceptions were often seen through rose tinted shades.

"You're aware of the basic premise of the Red Room from SHIELD's database?"

Peter nodded.

"I was one of the 28 girls being trained in the Black Widow ops. But it all really started with a man named Yakov. I was eighteen and he was brought in to further my training. I had already excelled beyond the other girls in the program, and they wanted to push me further. They got Yakov to train me.

"He was extremely talented. One of the best fighters I've ever faced, and the first man I ever fell in love with. We worked together for just over a year before our handlers discovered that he was sneaking into my room at night."

Peter couldn't help but make a face. He didn't quite want to have that mental image stuck in his head.

"Don't make that face. How do you think you got here?" she laughed.

"I was beginning to wonder if I was a test tube baby," Peter muttered.

"Well, I hate to break it to you but you definitely weren't," her eyes got a bit distance, lost in her memories. She certainly had a lot of them considering she was somehow 72 years old.

"So this Yakov guy, he's my biological father?" Peter prompted when she didn't immediately snap out of her reverie.

"Yes, he is, and when our handlers found out about our relationship they removed him. They didn't want either one of us to be entangled or compromised by a relationship. Their plans for us were too grand to allow any emotional weaknesses. Shortly after we were separated I found out I was pregnant with you.

"They weighed the pros and cons but in the end they allowed me keep you. Our handlers believed any child born from the two of us would be a great asset to their cause. However, after your birth they made sure that such a thing couldn't happen again," Natasha's voice dipped a little.

"What do you mean?" Peter frowned.

"They sterilized me," Natasha explained flatly.

"What? How could they—?" Peter cut himself off. Of course they could have done that. After all, he remembered what they did to him. The Red Room had held complete control over their lives, and what happened to them.

"I was allowed to be close to you after you were born, and I grew to love you more than I had ever loved anything before. When you were five I tried to get you out of the Red Room. I knew I couldn't just stand by, and let them do to you what they had done to me. I couldn't let them make you their weapon. But my plan failed. They caught us, and you were taken from me. As a punishment they told me they killed you, and for 37 years I thought you were dead.

"I'd only just started working at SHIELD when they got word about finding you in the cryogenic tube. I couldn't believe you were alive. I was so happy," she paused to smile at him.

She reached over to grab his hand in hers. Peter found himself clutching hers back.

"I was going to see you. I wanted to see you. But then… you didn't remember anything, and I thought it would just be best to let you leave it all behind you. To let you forget what I wished I could. The Parkers were wonderful people. They could give you what I couldn't. Even after they died, Richard's brother and his wife were still there to provide you with a steady and secure life. I knew I couldn't provide that for you. Not then. I was still trying to break my programing. I wasn't safe to be around," her eyes were pleading with him for understanding.

Peter felt a pang of sympathy for Natasha. He couldn't imagine what she must have gone through. Well, he could imagine some of it, and what he'd experienced in the Red Room was just a fraction of what Natasha would have experienced.

"Would you have ever told me the truth if there hadn't been all this mess with Hydra and SHIELD?" Peter asked quietly.

"I was planning on telling you when you turned eighteen. However, I have been contemplating doing it sooner," she answered sincerely.

"Why's that?"

"I know about your nightly activities."

Peter immediately stiffened.

"Don't worry, I'm the only one who knows you're Spider-Man," she assured.

"How?" Peter had thought he was being careful.

"Even though I vowed to keep my distance from you, I would still check in on you every once in a while," she admitted.

"You were stalking me?" Peter teased.

"It's not stalking because I'm your mother," she looked a bit embarrassed.

Peter grinned.

"I came out to check up on you shortly after you first started. I caught you sneaking out, and putting on the mask. How did you get your abilities? You didn't get them from the Red Room. SHIELD rain tests to make sure you were alright after being thawed out," she said confidently.

"I got something from the Red Room," Peter muttered.

"We know they gave you one of their many versions of the super serum. Or it could have been something you inherited from Yakov or myself. We both had versions of the serum in us when you were conceived," her expression was dark.

"Is that why you still look so young?" Peter asked.

She nodded. "I'm slightly stronger and more durable than the average woman. My healing abilities are only slightly elevated but my aging process seems to be much, much slower."

Peter wondered if his own life would be unnaturally extended as well.

"It all started with a flood," Peter began.

She had shared with him. He thought it was only right that he do the same. He told her about the spiders at OsCorp, and everything else that had led him to becoming Spider-Man.

"You aren't going to tell me to stop?" Peter asked once he was finished explaining.

"It would be a little hypocritical of me wouldn't it?" she asked sardonically.

Peter shrugged noncommittally.

"I don't like you putting yourself in danger. It's why I wanted the Parkers to adopt you in the first place. I wanted you to have a normal life. But I can understand why you want to do it. You have abilities and you want to help people. It's certainly not the worst thing you could be doing with superpowers. I would like to train you before you go back out there," she insisted.

"Some training couldn't hurt, and it's not like I can run back to the city right now with Hydra after me," Peter sighed.

"I wanted to give you a better life. One where you wouldn't constantly have to be on your guard from my enemies. But here you are with Hydra after you because of me," she closed her eyes.

"Its not your fault. None of it, and you shouldn't blame yourself for it. I don't," Peter assured her.

"Maybe not, but it certainly feels like it's my fault. I'm sorry for everything," she opened her eyes to look at him.

"You don't have to apologize. There's not really anything to forgive. I was mad at first because I've always been a little defensive about being an orphan. I guess I've always felt a bit abandoned. I thought you were just another person who left me behind. I mean I know Richard and Mary didn't willingly leave me. But still when you're younger you can't help but feel like if you'd done something different they would have stayed," Peter shrugged looking away from her piercing gaze.

"They were retired. The mission was supposed to only be recon. As far as we know the plane crash was completely accidental. I'm sorry you felt that way. It was never a matter of me not wanting you. I just didn't think I deserved to have you," she admitted.

It was comforting to actually hear the words. Richard and Mary, and his mother all wanted him. Peter had always suffered from abandonment issues even with how wonderful Aunt May and Uncle Ben were. It was why he was so desperate for a connection to Richard even though he had a perfectly good father in Uncle Ben. Actually hearing his mom say she hadn't wanted to give him up went a long way to ease some of the feelings he'd accumulated over the years.

"I understand why you did it, and I'm grateful for it. You wanted me to have a normal, happy life, and I did. Aunt May and Uncle Ben were great. They loved me. I had a great childhood with them," Peter smiled.

"I'd love to hear more about it."

"Yeah, of course. Will you tell me more about yourself?" Peter suggested.

"It sounds like a fair trade," she smiled. "I'm glad we got the chance to talk. A part of me still can't believe we're actually talking. I thought for sure you'd hate me once you found out who I was."

"Trust me, I don't. I'd like to get to know you better. I have a lot of good memories with you. It's just been a long time since we've seen each other. I think we have a lot to catch up on."

She chuckled. "We definitely do."

"So what's the plan now? Secret Agent Man already told me I can't go home just yet. But I have to let Aunt May know I'm okay," Peter worried.

"I got in contact with her, quietly. She's aware of what's happening. Once we're settled in our safe house you can call her yourself," she promised.

"Okay, so I'm coming with you?" Peter asked just to make sure.

"If that's all right?" she lifted one eyebrow at him.

"Yeah, it's just…"

"What?"

"You don't have anything else you need to do?" the Black Widow had to be a busy person. She was a former agent of SHIELD, and an Avenger.

"Protecting you is the most important thing to me, Peter. I think Phil has everything covered with SHIELD, and I've finally been cleared of all charges at court. Laying low is actually a good idea for me too, right now," amusement danced in her eyes.

"Whose Phil?" Peter frowned.

"Agent Coulson."

"Huh, I wouldn't have pegged him as a Phil," Peter said thoughtfully.

"He gets that a lot," she stood up. "Are you ready to go?"

"Yeah, I've only got my backpack with me," Peter hadn't taken his bag off since he'd gotten here. He had his web shooters in it, and hadn't wanted to run the risk of SHIELD agents looking through it and discovering it.

"We'll get going then."

Peter had no complaints about leaving. Natasha left a note for Agent Coulson that the two of them were leaving. The new Director of SHIELD had already taken off on some crisis or other. The two of them slipped easily through the SHIELD base without the remaining agents even realizing it. Once outside they made their way through a small wooded area until they reached a black jeep. They hopped in and they were off.

It was dark by the time they had reached the jeep. Peter was tired but he'd pulled all nighters before as Spider-Man. Instead he talked with his mom. They chatted about his life, and hers. Mainly she talked about her life working for SHIELD. Neither of them was quite willing to broach the subject of her ex-assassin days or their time in the Red Room. The only time they did touch on the subject was when she told him where his name came from.

"I named you Petrov Yakov Romanov. Petrov after Ivan Petrovich, the man who raised me. He wasn't like the others in the Red Room. He treated me like his daughter, would have done anything for me. He even tried to help me get you out. Yakov was for your father of course, and then you got my last name," she explained.

"Petrov Yakov Romanov," Peter tested it out. "It's very… Russian."

"I like Peter too," she commented.

Peter agreed. He didn't mind Petrov per se. It was just that he had been Peter for a lot longer than he'd been Petrov.

The two of them drove most of the night. They stopped halfway through the night at a roadside motel. In the morning they were up, and on the road once more. They made one stop at a department store to get him a few essential items. Before they actually went in Peter got a complete lesson on how to remain under the radar when wanted by unsavory organizations. Peter was more than willing to learn whatever she was willing to teach him. He'd be an idiot to brush her off. There was a lot he could learn to make him more effective as Spider-Man.

"Before we head to my safe house there's one more stop we have to make," she informed him.

"Where is it?" Peter asked.

"We're going to make a quick stop at the home of a friend of mine. We haven't seen each other since the fall of SHIELD, and he's worried. Demanded to see me in person. He worries about me, although he should know better by now," she sighed.

"Does he know about me?" Peter asked.

"He's one of the few who knows I have a son. He doesn't know you'll be with me, though. It's going to be a surprise," she smirked.

"Sounds like a plan," Peter grinned back.

They arrived at their destination around noon. It was a picturesque white farmhouse set on a secluded area of land. There was even a white picket fence and a barn on the property.

Natasha parked the jeep at the end of the driveway, and climbed out. Peter followed her lead, curious as to who her friend could be. For some reason he wasn't expecting the man who walked out of the door. Even though he wasn't wearing his trademark black and purple vest Peter knew instantly who he was.

"Nat," Hawkeye grinned as he moved quickly down the front steps to Natasha.

"Clint," his mom embraced the world-renowned archer.

"So you finally decided to drop by," Clint teased as he stepped back from their embrace to look her over.

"Some of us were held up by Congress," Natasha sent him a look.

"Yeah, I don't envy you for that. I've never been so glad that I managed to convince Fury to keep Laura and the kids out of the records. I'm happy to see that you've the shit storm that was the fall of SHIELD," Clint confessed.

"I'm fine. Thanks for the invitation," she smiled.

"You're always welcome here, you know that," Clint assured.

"Well, what if I'm not alone?" she turned and indicated that Peter should join them.

Clint's eyes immediately snapped to Peter. Hawkeye was famed for having incredible vision, and his sharp eyes swept over Peter from top to bottom.

"And just who is this?" Clint asked with a small smile. It looked like he already had an idea of just who Peter was.

"Clint, meet my son, Peter. Peter, this is my partner and good friend, Clint Barton," she introduced.

"It's nice to meet you. I'm a huge fan, Mr. Barton," Peter extended his hand.

"Listen to those manners. He can't really be yours, Nat," Clint teased.

Natasha glared at Clint, but there was the smallest hint of a smile on her face to soften it.

"Don't encourage him, Peter. His ego's already big enough as it is. And you, don't be a bad influence on my son," she pointed a threatening finger at Clint.

"Call me, Clint, kid. It's nice to finally meet you. You're all your mom talks about," Clint took his hand for a warm handshake, and patted him on the back.

Natasha actually flushed a little.

"Really? Good things I hope," Peter smiled.

"You bet. She doesn't shut up about how smart you are," Clint teased.

"Clint," she growled and jabbed him in the ribs.

He laughed and twisted away. "Come on, Laura just made lunch."

Peter and Natasha followed him back into the house. It was a beautiful but simple home. Comfortable and cozy. You could tell a family lived there. Peter was proven right when a couple of kids raced around the corner.

"Aunt Nat!" they cried.

The little girl leapt right into Natasha's arms while the boy threw his arms around her. Both kids were brunettes. The boy was older than the girl. He looked around eight and she looked about five or so. A woman in a floral dress with long dark hair joined them in greeting Natasha.

"Who are you?" the girl asked him.

"Why don't you introduce yourself, and maybe he'll tell you who is," Clint suggested.

"I'm Lila, what's your name?" Lila asked cheerfully.

"Peter," he smiled at her.

"He's Aunt Nat's son," Clint added.

"Really? That means you're my cousin," she enthused.

Natasha chuckled, and Peter's smile widened.

"I guess so," Peter agreed.

"It's nice to meet you, Peter. I'm Laura, and unfortunately I'm this ones wife," the brunette woman hitched her thumb at Clint.

"And this is Cooper," Clint swept the boy into his arms.

Peter nodded to boy who regarded him shyly.

"Come on, lunch is ready," Laura waved them into the kitchen.

The Bartons were a rambunctious and friendly bunch. He felt more comfortable with them then he had having dinner with Gwen's family for the first time. The fact that her father had been hunting him at the time had probably added some awkwardness to it.

Clint and Laura kept the conversation away from anything too serious by asking him about school.

After lunch Cooper asked him to play catch with him and Clint. Peter agreed. Catch wasn't something he had done a lot of as a kid. He was always more focused on his experiments growing up. But it was actually fun to play with Cooper and Clint. They both had incredible aim. If he didn't have his abilities he didn't think he would have been able to keep up with them.

They played for a bit before Clint and the kids took him on a tour of the farm.

"How are things going with you and Nat?" Clint asked him.

The kids had run off, chasing the mini-goats.

"We've only been reacquainted for about 24 hours. But I think things are going pretty well, all things considered," Peter answered honestly.

"That's good. She'd never admit it but she really wants this to go well. She wants to have a relationship with you," Clint told him seriously.

"I want that too," Peter admitted.

"Then I hope it works out for both of you. You'll be good for her. She needs more people she can trust. Hell, we all do after the major fu—fudge up with Hydra," Clint quickly stopped any hint of foul language when Lila wandered over.

"Peter, come meet Sparkles," she grabbed Peter's hand.

"Watch your fingers, that thing is the devil and it will try to eat anything," Clint warned, a mischievous twinkle in his eyes.

Peter laughed until the innocent little creature tried to take a chunk out of his hand. Clint just howled with laughter when the evil spawn of Satan in the form of a miniature goat started chasing Peter.

"You are the worst," Peter snarled as he tried to avoid the persistent little shit eating the shirt off his back.

"Hey, I warned you," Clint smirked, offering no help whatsoever.

Lila had to come to his rescue. It was then that Peter reaffirmed his belief that he was a city boy. Farm life would definitely never be for him. Give him the subway and skyscrapers any day of the week.

Natasha and he stayed the night. They had dinner with the Bartons, and played Apples to Apples. Peter had a great time once he got past how strange all of it was. He was playing Apples to Apples with two Avengers. One was his mother, and the other was a family man who lived on a farm in his down time.

Peter heard all about how Natasha and Clint met. It was amazing to find out that Clint had actually been sent to take out Natasha but he had made a different call. He had stood up for her, and gotten her into SHIELD. They'd been partners at SHIELD for years, and were extremely close friends. Natasha was very friendly with the Bartons, and in turn they accepted Peter without question. It was nice. Peter had never had that experience of having a big family. He liked spending time with the Bartons.

Peter slept on the couch that night. He was woken by faint murmurs in the night. Still half a sleep, he shifted around to locate the voices. It sounded like Natasha and Clint's voices coming from the front porch.

"You're really sure about this?" Clint demanded.

Peter was able to recognize that it was his voice asking a similar question that had woken him up.

"For the last time, Clint, yes I'm sure. Yakov is alive. Hydra's had him this entire time. They've been keeping him on ice, only taking him out when they needed him, and erasing his mind when they put him back under," Natasha replied, her voice hard.

"You can't mean… Yakov is…"

"Yes," Natasha said firmly.

"Damn, Nat. What are you going to do?" Clint asked.

"I don't know, Clint. I've just got Peter back. I need to focus on him."

"You also need to tell him about his father before he finds out on his own. You were right, your kid isn't an idiot. Hell, he's a genius. He's going to find out the truth eventually," Clint praised.

"I'm not purposely keeping it from him. I just haven't gotten the chance to tell him yet. I am going to tell him as soon as we've reached our safe house," Natasha promised.

"Good," Clint grunted.

The two of them lapsed into silence and Peter's tired mind drifted back to sleep.

He woke up the next morning not really knowing if what he'd heard last night was a dream or not. Could Natasha have really said that his father was actually alive as well? He brushed the thoughts aside. Peter would think more about it when Natasha and he were alone. He didn't want to bring it up in front of the Bartons.

They shared a big breakfast with the Bartons before Natasha and he said their goodbyes.

"Keep me updated, Nat," Clint ordered.

"I will," she promised.

"See you around, kid. Try to keep your mom out of trouble, and feel free to call me if you ever need anything. We're family now," the archer patted Peter on the shoulder.

"Thanks, Uncle Clint," Peter teased.

Clint snorted, and roughly ruffled his hair. The archer/ family man was a pretty cool guy, and not just because he was Hawkeye. Peter actually wished they could have stayed at the Barton's farm for a little bit longer.

"We'll be back to eat all your food again soon," Natasha laughed

"We look forward to it," Laura smiled.

There were hugs all around, and then the two of them were off again. Peter waited until the Barton's farm was a long way behind them.

"I heard you and Clint talking last night."

"So, I guess that means we should talk about your father," she sighed.


	4. Who's Your Daddy?

**Chapter 4: Who's Your Daddy?**

"So, I guess that means we should talk about your father," she sighed.

The two of them were driving down a fairly deserted back road. Peter had stopped knowing what state he was in since he arrived at that the SHIELD base two days ago. It was hard to believe that only a few days had passed since leaving home. It felt like a lifetime. He missed being Spider-Man.

"Yeah, I'd like to know more about him especially if he's alive," Peter stated firmly.

"How much did you hear last night?"

"Just that you thought he was alive, and Hydra has him," Peter answered.

"They _had_ him. They had him for over 70 years. But he's finally broken free from them. Unfortunately, he's very confused right now due to all the tampering Hydra's done to his mind. They've been erasing his mind to keep him subservient to them for decades," Natasha growled, her fingers curling tightly around the steering wheel.

"Where is he now?" Peter couldn't help but feel his own anger stirring on behalf of the father he'd never met. The thought of Hydra erasing anyone's mind was enough to make him nauseated and furious.

"No one knows. He was Hydra's weapon for seven decades. He's more than capable of hiding his tracks if he doesn't want to be found even in an addled state of mind. They called him the Winter Soldier. For a long time he was considered a myth even in SHIELD because of the success and long length of his hit list. He's been accredited with over two-dozen assassinations over the years. He's very dangerous.

"I didn't know that Yakov and the Winter Soldier were the same person until I saw him in DC. It was the first time I saw his face since we were separated before you were born. I had a run in with the Winter Soldier on an assignment for SHIELD a couple of years before I saw him in DC. He was ruthless in his determination to get to his target. I never actually saw him up close, let alone got a good look at his face. He managed to fire off a shot straight through me to get to his target from quite a distance away."

"He shot you?" Peter gaped.

"Yes, but he didn't remember me because of Hydra's tampering with his memory, and he didn't recognize me in DC when he came after us. There was no time to try and reason with him. He was out with the intention to kill. We had to defend ourselves," she murmured.

"Do you want to find him?" Peter asked.

He couldn't read her well enough to know how she felt about all of this. Did she still have feelings for his father? If so it had to be difficult to come to terms with the fact that he didn't remember her or their relationship.

"I would love to find him, and help him recover. He deserves the chance to recover after all he's suffered," Natasha nodded firmly.

"Then we can look for him," Peter was willing to help in whatever way he could. This man was his father, and Peter wanted to help. He'd want to help him even if he wasn't his father.

"Someone is already on the trail. Someone we can trust to find him as he is highly motivated to do so," Natasha informed him.

"Who?"

"Steve Rogers, Captain America himself," Natasha smirked.

"Yeah, I'd say he's pretty good," Peter breathed in shock.

"Steve doesn't know that I had a relationship with him or about us having a son together. I didn't want to complicate matters. He's already got enough on his plate right now. But you see, Yakov isn't just the Winter Soldier. We discovered who he was before Hydra made him the Soldier. Or well Steve found out when he recognized him in DC," she took a deep breath as if steadying herself for something.

"Who is he?"

"Sergeant James Buchanan Barnes more commonly known as Bucky Barnes," Natasha answered, green eyes darting over to him to watch his reaction to the news.

Peter's mind scrambled. He knew who Bucky Barnes was. Everyone who paid attention in history class knew who Bucky Barnes was. He was most well known for being Captain America's best friend, and for being the only Howling Commando to give his life in the line of duty.

"But how? He died by falling off a cliff," Peter argued.

"He was experimented on by a the top Hydra scientist, Dr. Arnim Zola, while being held captive at a Hydra base. He was later rescued by Steve. Whatever Zola gave him allowed him to survive. They replaced the arm he must have lost in the fall with a metal one. They tampered with his mind, and froze him, only taking him out when they needed him to help further their goals. As far as I can tell the Red Room must have had an agreement with Hydra to get him to help with my training," she told him.

"Wow," Peter mumbled.

"That's not all, I found out a little bit more about what happened to you. If you want to know?" she offered gently.

"Yes, I want to know," Peter rushed to answer. He was certain learning the truth now was better than putting it off.

"The Red Room and Hydra were working together. They lent out the Winter Soldier to train me. In exchange Hydra would get to use me for certain missions. When you were born they demanded to have full custody of you. They were going to let you stay with me in the Red Room until you were eight. But when I tried to get you out, the agreement changed.

When they took you from me, it was Hydra that they gave you to. You were with them for about a year before they eventually put you into cyro sleep. They were hoping to turn you into a weapon like they did with Bucky. But whatever they did to you, didn't quite work out the way they'd hoped. They didn't want to kill you because of all the work they had put into you. Instead, they froze you so they'd have a chance to try again when they had more resources. Thankfully, the base you were kept in was abandoned in favor of other projects. You were found before they could decide they wanted to try again.

"However, they kept records of you, and hadn't necessarily planned to have SHIELD discover you. They were behind Richard and Mary's deaths. They wanted to remove them and get you into someone from Hydra's custody. They thought Fury would want you in an Agent's custody and it would be their chance to get you into Hydra's custody. Fury did want to place you with an Agent, an Agent who was suggested by Alexander Pierce who just happened to turn out to be one Hydra's top men. I was the one that insisted you go to Ben and May," Natasha whispered.

"We dodged a bullet then," Peter breathed.

He couldn't imagine what his life would have been like if he had been raised by someone from Hydra.

"Hydra killed them," Peter whispered as he understood the full meaning of her words.

"It's not your fault," Natasha insisted.

"If it wasn't for me Hydra wouldn't have killed them," Peter muttered.

"If it wasn't for me a lot of people would still be alive, and I am directly responsible for their deaths," Natasha countered.

"It's not your fault, they made you do it," Peter argued.

"A part of me knows that and the other part will always carry that guilt. I don't want you to carry any guilt for the Parker's deaths. You are in no way responsible. You didn't choose to be placed there, you didn't make the kill order. None of that is on you," Natasha said fiercely.

Peter nodded, feeling his guilt drift away.

"How long are we going to stay at this safe house?" Peter asked.

"At least a few months. I have some contacts monitoring the situation with Hydra. SHIELD may be fractured but there are still a lot of agents out there trying to take them down," Natasha answered.

"What if they're still around in a couple months?" Peter was already feeling guilty about not going out as Spider-Man for a couple of days. How was he supposed to make it a couple of months? And it went without saying that he was going to miss his Aunt May and Gwen.

"Then we'll make other arrangements. I know you can't just hide away for the rest your life, and I can't ask you to do that. You just have to be patient before we can come up with another option," Natasha glanced at him.

"At least we'll have some quality bonding time," Peter joked.

"We will," Natasha nodded, flashing him a smile.

The two of them drove most of the day. They made one stop to pick up some more clothes for him, and some groceries. The house they were going to be staying in was over an hour from the nearest convenience store so they needed to stock up with all of the essentials that they could carry.

The road they traveled to get out to the house was narrow, rocky, and surrounded by thick forest. Peter had never been so deep in the wilderness before. It was nice in its own way. A change in scenery, and a chance to see and experience places he'd never been before. But Peter missed the city. He missed swinging through the buildings under the power of his own webs and strength.

The house itself was a surprisingly modern log cabin. There was a slight musty smell to it that told Peter it hadn't been occupied in a long time. It was clean, and functional though.

"This is my own private safe house. It's completely off the grid. No one else knows its here. We'll be safe here," Natasha told him as she settled their bags on the ground.

The two of them had to go around and turn on all of the amenities. Peter was helpful in getting the plumbing and electricity up and running. He'd always been helping Aunt May and Uncle Ben fix up their old house.

They put away the groceries as soon as the refrigerator was going, and made their beds after washing the sheets and comforters. There were two rooms, one bathroom, and the kitchen and living room were one big high ceiling room.

Natasha took him down to show him the basement. There was a small armory down there along with mats and work out equipment. She showed him how to access the gun cabinet if there was ever a need for it. She promised to show him how to use them. He tried to explain that he didn't need to know how to use a gun but she insisted he at least know since he might never know when he might have to use one. Having the life he did, it would always be a benefit to know how to use any weapon he had available to him. Peter reluctantly agreed.

Natasha also surprised him with a computer. It had an encrypted two-way communication already set up. Aunt May had access to the other side. Hydra wouldn't even know she was being contacted. Peter would be able to keep in touch with his aunt on a regular basis.

"Thank you," Peter threw his arms around Natasha without thinking, he was so thrilled.

He froze when he felt Natasha tense up at his embrace. Peter went to pull away but she quickly wrapped her arms around him, and held him close.

"This is the first time I've held you since 1967," she murmured.

Peter didn't say anything, he just held her tighter. Technically they were still strangers to one another. But Peter couldn't deny the connection he felt to her. In all of his memories before being frozen, she had been his safe place. Those previously fostered emotions were going to go a long way in rebuilding the relationship between the two of them.

The two of them eventually separated each of them studiously ignoring the tears in the other's eyes. Peter set about writing to his aunt. He told her everything that had happened, and that he was safe. It helped to ease some of his guilt about just running off.

Natasha and he whipped up some spaghetti together, and had their dinner at the small kitchen table. Peter asked her about some of her more memorable missions. She had him bursting out laughing on several occasions as she recalled some of the idiotic things her opponents had tried. After dinner they watched a movie before heading off to bed.

The next morning was the beginning of the routine they followed during their stay at the cabin. They would get up, have breakfast, and then go for a run on a trail around the property. As soon as they got back they would have an hour of weapons training. After that they had some private time. Natasha would normally check in with her outside contacts or practice some of her own maneuvers in the basement. Peter took that time to work on his web shooters or catch up on the schoolwork he was missing.

They would have lunch, and then the real training began. They'd go out on the yard, and just start sparring. Natasha didn't hold back. She'd go after him mercilessly until she had him pinned and helpless. The only things that made him last even a minute against her were his spidey-sense and natural speed. He had a lot of raw talent but Natasha had years of intensive training under her belt. Training trumped randomly acquired super powers.

She didn't just beat him up. After she pinned him she would pick him up, dust him off, and go over exactly how she had beaten him. Then she would patiently show him different moves or how to get out of certain situations. They ran through all sorts of different simulations. She taught him how to best use his strengths and abilities, and not to just rely on his instincts. Peter gave it his all in these training sessions, and he was pleased when Natasha told how quickly he was improving.

Peter might have felt a little embarrassed that he was getting beaten up by his mother. But then he remembered his mother was the Black Widow, and there weren't many people out there who wouldn't get beaten up by her.

The training would normally last to around dinnertime. They would make and have dinner before settling in for the night. They'd watch a movie, play cards, or just talk.

The few times he'd had nightmares from his time as a lab rat, Natasha had woken him up. She didn't demand to know what happened but she would sit with him until he fell back asleep. Peter felt a little embarrassed having her stay but he couldn't deny that having her there made him sleep better.

Eventually Peter got around to telling her about some of his nightmares. She in turn shared some of hers. They even had a nightmare in common: the day Peter was taken from her.

"It was the worse day of my life. I've never felt so helpless as I did in that moment," she confessed.

Natasha sat in the chair by his bed while Peter sat back against the headboard, his chin resting on his knees.

"You did everything that you could," Peter shrugged.

"But it wasn't good enough, and because of my failure you spent a year being tortured by Hydra scientists," Natasha murmured.

Peter couldn't repress the slight shudder that wracked his frame or the flash of broken memories of bleak lab rooms.

"Yeah, it happened but it's not your fault," Peter reminded her.

"I know, but I hate seeing you have these nightmares," Natasha frowned.

"They're no picnic but it's been helpful talking about them with you. I talked about them with Gwen and Aunt May, and they were great. But sometimes it was hard from them to understand what it was like," Peter explained.

"It's not an experience that's easy to relate too, unless you've lived through something similar," Natasha nodded.

"They tried, and I didn't tell them every little detail because I didn't want to give them nightmares," Peter flashed a sardonic smile.

"You can share anything with me," Natasha gaze was steady.

"I know, thanks," Peter smiled. "Now how about I tell you about the time Clint fell into that giant vat of molasses."

Natasha chuckled. "It took him weeks to get it out of his hair."

The conversation drifted into the more pleasant story of Hawkeye vs. Molasses.

/

Before he knew it a month had passed. His birthday had come and gone. He was officially seventeen. It was the first birthday that the two of them had spent together since he was five. Natasha had made him a cake and put 53 candles on it as a joke. Peter laughed so hard he fell out of his chair. She also got him a whole kit of tools and supplies from Stark Industries to update his web shooters.

It was the middle of summer now, and they weren't any closer to getting Peter back home. Not that Peter minded getting this chance to spend time with Natasha. Sometime during the month they had spent together he'd stopped thinking of her as the Black Widow. She was just Natasha now. She wasn't some mysterious superspy anymore. She was just a person, an amazing, kind, and hilarious person. It got easier every day to think of Natasha as his mother.

But he missed his life. He missed Aunt May and Gwen. He worried about how Aunt May was doing living on her own. School would be starting soon, and he couldn't help but wonder how the city was faring without Spider-Man around. He knew that the city had survived fine long before Spider-Man was around. But he felt a strong sense of responsibility towards it now.

At least Peter had access to the Internet. He didn't dare contact Gwen even with all of the various scramblers they were using to hide their IP address. He was still able to keep an eye the news, and so far nothing too crazy was happened in the city. There was some new masked vigilante running around Hell's Kitchen. But other than that there wasn't anything that the police couldn't take care of. Even if they couldn't be out and about as much as Peter could.

With the surety that the city was safe for the moment, Peter decided to do what he'd been putting off for the past month. It was something that he desperately wanted to do but hadn't quite had the courage to do it yet. Gathering his courage he started up a search for Bucky Barnes. Instantly his search brought up a bunch of different historic websites, and black and white photos.

Peter looked through the information first. He wasn't quite ready to look at the pictures just yet. Peter read through the Wikipedia page on Sergeant James Buchanan Barnes. It was a bunch of generic stuff; where he was born, his family, and of course all of the information on his time spent fighting in the war. None of it was the personal stuff someone would normally know about their father.

Peter noted that Bucky Barnes' little sister had passed away a few years prior. But she had a son and a daughter who were still alive. It was strange for Peter to think that he had cousins who were in their fifties.

Eventually Peter got bored reading the same textbook information again and again. He finally brought up the images. The first one that caught his eye was a picture of Captain America, and to his left was a dark haired man who was just a few inches shorter than the American icon. A bright, charismatic smile was plastered across his face, and he was wearing a pristine army uniform. Bucky Barnes looked happy, and just a tad mischievous as he stood beside is best friend.

It was mindboggling to look at this old photo, a photo he had probably seen in textbooks a hundred times before considering it was the most famous, and know that the man in it was his father. It was strange on a number of different levels. The man in the photo was Peter's father even though the photo was more than seventy years old. Bucky Barnes was Captain America's thought to be dead best friend. But now he was actually alive. He was alive but he'd been brainwashed, and forced to become an agent for Hydra.

Peter wondered what Bucky Barnes looked like now after years of being Hydra's prisoner. He wondered if they looked alike. Peter was having trouble deciding from the old black and white photo. He supposed there were maybe a few similarities.

"You have his eyes," Natasha spoke up from behind him.

Peter turned to glance at her. Her eyes were focused on the picture.

"It's hard to tell because it's not in color. But I haven't forgotten, and you have definitely have his eyes," she turned to him with a soft smile, and reached over to brush her hand through his hair.

Peter turned back to the picture, and tried to picture Bucky with his own blue-gray eyes. It made the resemblance a little easier to see.

"Do you think he's alright?" Peter asked.

Natasha moved around to sit beside him on the couch.

"I'm sure he's keeping himself safe, staying away from Hydra. As for his mental state… I honestly have no idea. I can't imagine how chaotic his mind must be right now or the disorientation he must be experiencing. I don't know how much he's remembered or if he will eventually remember everything. I can't know until he gets looked at by someone," Natasha explained.

"Isn't that a good reason to go out and search for him?" Peter questioned. "The more people searching the better the chances of finding him will be."

"If he doesn't want to be found, Peter, he won't be. He's more than capable of staying under the radar. I know, I want to find him, too. I want to help him. But he might need this time on his own to work through things. We'll just have to be patient, and when he's ready he'll let himself be found," Natasha tried to sound confident but Peter could tell that she was one hundred percent convinced about this course of action either.

Peter let the subject drop. There wasn't much they could do at the moment while Hydra was still out to get Peter.

The rest of the day passed in their familiar routine but that night Peter went to bed, and he dreamed. He dreamed about Bucky Barnes. But he didn't quite look like the Bucky Barnes from the photo.

 _The man was a giant to Petrov's small frame. The doctor had told Petrov that this man was his father. His hair was brown and just brushed his cheekbones. The most noticeable thing about him was his shiny metal arm. Petrov's fingers itched to touch it but he was afraid. The man's blue-gray eyes were so cold and empty._

 _"Soldier, meet your son. His name is Petrov. He's going to be a great asset to us someday," the doctor introduced, a cruel smile on his face._

 _"My son?" the Soldier questioned, a look of confusion passed over his otherwise blank features._

 _"Yes, he was born during a previous mission," the doctor nodded._

 _The Soldier looked at his reflection in the metal surface of the nearby table, and then back to Petrov._

 _"He has my eyes," the Soldier murmured._

 _"Yes, I suppose he does," the doctor commented._

 _Petrov's desire to touch the metal arm to see if it was really real finally won. Trying to be quick Petrov reached out to tap the metal arm, and as soon as he made contact he pulled it back. The arm was cold._

 _The Soldier jerked back from Petrov's touch._

 _"It's alright, Soldier, Petrov is just curious. Why don't you take a closer look at him?" the doctor ordered._

 _The Soldier who was Petrov's father quickly followed the order, and knelt down. His hands, both the flesh hand and the metal hand, cupped either side of Petrov's face._

 _"My son," he murmured._

 _"It will be your job to train him, once we've upgraded him," the doctor explained._

 _A flash of fear flickered across the Soldier's blue-gray eyes. It was so quick, Petrov wasn't even sure he'd even really seen it._

Peter jerked awake. He knew enough now to know that dream that was that realistic had to be a memory. It was a new memory. He thought he'd gotten back all of the memories he was going to by now. The picture of Bucky must have triggered something.

He couldn't believe he'd actually met Bucky at one point.

Peter told Natasha about it the next morning.

"I'm surprised they let the two of you meet but I'm glad you both got the chance," Natasha murmured.

"Even if neither of us remembered it," Peter snorted.

"You remembered, and maybe Bucky will too," Natasha shrugged.

"Maybe," Peter nodded. "Hey, stop trying to steal my bacon."

Natasha grinned, and popped the stolen food into her mouth.

Peter sighed.

"Stop pouting, it's time for our run," she bopped him on the head.

Peter sighed again, louder. But he got up, and followed her out. During the run he wondered if he would be getting back more memories of Bucky. Hydra seemed to have wanted Bucky to train him. Had he started before they put him on ice?

After their run, and their private work time they had lunch.

"I just got a message from one of my contacts. They located the Hydra cell who know about you. I'm going after them so I'm going to be gone for a couple of days," Natasha explained.

"I'm coming with you," Peter blurted out immediately.

"Peter…" Natasha looked conflicted.

"I can help you. I'm fast, I have great hacking skills, and most importantly I can climb up walls. You couldn't ask for a better partner than me," Peter insisted.

"I know you're all of those things, Peter. You do an amazing job as Spider-Man. But you only just turned seventeen. Infiltrating and eliminating a Hydra base out to get you isn't exactly something I think you're ready for," Natasha stated.

"I can help," Peter pleaded, although he was starting to realize this wasn't a fight he was going to win.

"Peter, you know I'm always honest with you. I trust you and I hope you trust me when I say this isn't a mission you should be going on. It's not something you should be going on for your first mission. I'd be too worried about your safety that I wouldn't be able to focus my full attention on the mission. Do you understand?" she questioned gently.

Peter knew she wasn't just humoring him. That wasn't the way she was. Natasha was always honest with him. It was one of the things he liked about their relationship. Since becoming reunited they had been completely honest with one another. It was nice to have someone he could talk to about anything. There were no secrets between them, not anymore.

"Yeah," Peter sighed in defeat. "It's just… I would feel useless just sitting around here while you're off kicking Hydra butt."

"You're not being useless, Peter. You're going to keep up your training so that in the future you will be able to help me. Once I've gotten rid of this Hydra cell we can get you back home," Natasha smiled.

"If I go back, will I ever see you again?" Peter asked.

"Of course you'll see me, Little Spider," Natasha assured.

"But it won't be like this will it? I wouldn't see you every day," Peter murmured.

"Do you want to see me everyday?" Natasha looked surprised.

"I mean maybe not everyday. I know you have to go save the world every now and then. But I don't know… maybe we could at least live in the same city?" Peter purposed.

"I think we can do that. You could even live with me if you wanted. I didn't want to bring it up before because I didn't want to make you feel pressured like you had to choose between me and your Aunt May," Natasha offered.

"I would like living with you at least part time. I wouldn't want just leave Aunt May on her own," Peter explained.

"I understand, and I think that's something that could work well for both of us," Natasha smiled.

"But only if the Hydra cell that knows about me is destroyed, right?" Peter noted.

"I've been thinking about that. If I can't completely get rid of them, or stop them from spreading the information we can move into Avengers Tower. It would be the safest place for you. You'd still be in the city, go to the same school, and May could move in with us as well," Natasha explained.

"Move into Avengers Tower? Me?" Peter gaped.

"You," Natasha smirked.

Peter gave a nervous chuckle. The thought of living in the Avengers Tower was both thrilling and terrifying.

"We'll talk about it more when I get back," Natasha assured him. "Our plans may change depending on the outcome of my infiltration."

"Right, okay," Peter agreed, and ran a hand through his hair. "So how long will you be gone again?"

"A few days, a week at the most. If it's anymore than that I'll leave Clint's number and he can pick you up. You'll stay with him until I make contact. I don't think it will be necessary but it always pays to be prepared," she shrugged.

Peter nodded. He wasn't exactly thrilled that she was leaving. There just wasn't anything he could do about it. Peter could try to run after her. But that wouldn't accomplish anything. He'd just be putting them both at risk. Peter had to accept that he was the one that was going to have to sit back and wait for once.

It wasn't something he was looking forward to.

* * *

 **So there still isn't a lot of action but I promise the next chapter (which is already written!) will have a lot of action.**

 **This is a timeline for the Little Spider I created based on the Marvel comics/ cinematic universe wikis. Everything here is in the fic but this has just helped me keep track of the years and ages. You can skip it if you want to -**

 _Bucky is born in 1918_

 _Natasha is born in 1942 she was then brought to the Red Room by Ivan Petrovich. He always paid special attention to her and they shared a father/ daughter relationship._

 _Natasha meets Bucky in 1960 they start a relationship four months later._

 _The Red Room finds out about their relationship sometime in 1961._

 _Peter is born in 1962._

 _Natasha tries to smuggle him out of the Red Room in 1967. It fails, Peter is taken from her._

 _Peter spends 1 year in the Hydra labs._

 _Peter is cryogenically frozen in 1968 when he is 6 years old._

 _Peter is unfrozen in 2004. He believes he was born in 1998._

 _Peter lives with the Parkers for two years. 1 year on the farm and 1 year in New York._

 _In 2006 the Parkers die in a plane crash and Peter goes to live with Ben and May. He's 8 years old._

 _Peter's lived with them for 8 years._

 _It is currently 2014._


	5. Nothing But A Memory

**Chapter 5: Nothing But A Memory**

Natasha left the morning after their discussion.

Peter woke up the next morning, and went through his daily routine while trying not to think about what Natasha was up to. It wasn't so much that he was afraid for her. She'd been a spy and an assassin for decades. She was more than capable of taking care of herself. It was just making him jittery that she was out there risking her life to try and protect him while he did nothing. The quiet was also a new experience. The city was never quiet, and when Natasha was around there was someone to talk to and another person making noise. Now there were only the sounds of nature.

The next day was a little easier, and the day after that. He pushed himself in his training until he fell into bed exhausted every night. Peter beat the crap of the punching bags in the basement. He practiced his agility by swinging through the tightly packed trees. He hit a few trees, and fell a few times but it was nothing he couldn't walk off. It only served to make his reactions quicker.

The third day went relatively the same as the first two. The deviation in his routine came after making dinner for himself. He was in the middle of taking a bite of slightly burnt toast when he felt the tell tale signal explode at the base of his skull.

Peter was leaping out of his seat before he even consciously realized that he was in danger. From his spot clinging to the ceiling he looked down to see a tranquilizer dart sticking out of the wall right where he'd been sitting.

Someone had just tried to knock him out. A someone that was definitely still out there. Going into defense mode he crawled across the ceiling until he was hovering over the couch where he'd dropped his web shooters after practice this afternoon. He shot out a string of web, and pulled them up along with his phone. Within seconds he had them on, and had sent a text of warning to Natasha. With that done his brain began rapidly formulating a plan of action.

Most likely his attackers were Hydra. He had to assume the house was surrounded. Peter knew he'd be a sitting duck if he stayed in the house. But he had to be careful about how he got out. If he was surrounded then they would have all of the exits covered. Peter glanced around the living room. It was too much of a risk to go down into the basement for the weapons. They could break in and easily trap him down in the basement considering there was only one exit. His gaze landed on the fireplace. He could probably fit. Figuring he didn't have any other choices, he dropped to the floor, and instantly shot into the fireplace to the sounds of more darts crashing through the windows.

"Please don't get stuck. Please don't get stuck," he muttered as wriggled his way up the small, sooty place.

He snorted as some got up his nose. His fingers slipped a few times.

"Natasha needs to invest in a chimney sweep," Peter cursed as his hand lost its hold for a moment.

After what felt like an eternity he managed to crawl his way out of the chimney, and onto the roof. The sun had almost set, and unfortunately night vision wasn't one of Peter's superpowers. Sure, he could probably see a little better than the average person but he couldn't see if there were Hydra agents lurking in the trees.

Peter laid flat across the roof, and tried to think about what his next move would be now that he was actually on the roof. If he could just get down, and into the forest he had a much better chance of escaping. There was no time for rash decisions but at the same time he had to come of with a course of action quickly and stick to it. He racked his brain through some of the simulations that he and Natasha had gone through.

Before Peter could come up with something a group of men in black combat gear burst out of the trees and stormed up to the cabin. Some burst inside while the others fanned out to block the exits. Peter knew that there were probably more of them waiting in the forest but he figured now would be the best chance to try and slip past them while their attention was divided.

Peter glanced towards the trees. Once he got to the trees he was confident that he could start swinging, and get away. It was just getting to them that would be the problem. Peter was fast, and his spidey-senses helped him dodge incoming objects. But there were a lot of men with tranq guns running around, and probably even more in the forest. If he weighed the odds there was a chance that one of them was going to hit him, and depending on the strength of the tranquilizer it could put him down or seriously incapacitate him.

Peter couldn't just stay up here on the roof either. They would eventually find him. He was as much a sitting duck as he'd been inside the house.

Stealing his nerves he decided he was just going to have to make a break for it. He could take out a bit of the competition first. Crawling across the roof on his belly, he made his way to the edge of the roof on the side of the house closest to the forest. There was one man directly below him, and two more about ten feet to either side of him.

Peter didn't give himself the chance to hesitate. He shot out two strings of web towards the two men off to either side and yanked. The men gave yelps of surprise as they flew through the air and slammed together. Peter hoped their gasps hadn't been loud enough for the others to notice.

He dropped them back to the ground in a tangle of limbs. Seconds after that he leapt over the edge of the roof, and slammed into the man below him who had only just noticed his comrades were missing. The man didn't even have the chance to give a shout of warning as Peter made sure to kick him in the head, putting him out cold. Heart pounding in his chest, Peter pushed off the unconscious man and started sprinting towards the woods.

A shout of alarm went up, and Peter knew he'd been had. He didn't look back. He just kept his eyes locked on his goal, and tried to pick up his pace. His spidey-sense had him leaping and twisting through the air to avoid a hail of tranquilizer darts. He landed hard just in time to spin out of the way of another hail of darts. At least they weren't actually shooting at him.

All of the dodging was slowing him down since he had to zigzag and flip across the yard to escape them. He needed to just focus on getting to the safety of the trees. Peter ran. A tranquilizer dart found a home in his shoulder. He kept running despite the woozy feeling starting to spread through him. Once he was close enough he shot out a string of webbing into the nearest tree. His feet had just left the ground when a second dart lodged itself in his right leg.

Peter tried to shake off his dizziness. He was in the trees. He had a real chance of getting away if he could just shake off whatever drug was coursing through him. It seemed like they hadn't been prepared for him having abilities. The tranquilizer dose seemed to be for a normal person, and even with a double dose of it in his system he was still able to function, just not as fast as he would have liked to. He managed to make the next couple of swings despite his wavering vision, and sluggish movements.

Lights suddenly washed over him. Three motorcycles surged out of the darkness, and slid under where he was swinging. They started firing at him. Peter dodged two, and the third hit. The sting and immediate sense of lethargy had him missing his next swing.

He crashed into the ground with a harsh thud. He struggled to climb back to his feet. His entire body felt numb, and his eyes desperately wanted to close. The motorcycles surrounded him. One of the men swung off the bike, and approached him with some heavy-duty handcuffs. The other men leveled their guns on him.

"It's the end of the line, kid," the thug with the cuffs growled.

"No," was the extent of Peter's verbal skills at the moment, and even that came out slurred.

Peter followed it up with a quick stream of web right at the man's face. It wasn't an entirely accurate shot and it veered off course a little. The shot only managed to clip the left side of his face. He shouted in rage, and tried to yank the stuff off but he only managed to get his hand stuck to his face. The other goons took this as their cue to open fire. Peter was hit by three other darts causing him to lose the battle with his eyelids.

Without any other choice with all of the tranquilizers thrumming through his blood, Peter dropped unconscious.

/

Peter came awake in slow spurts. The first thing he was aware of was that his head was pounding. The second was that his mouth felt like sandpaper.

He tried opening his eyes only to be blinded by fluorescent lighting. Peter waited a moment before trying again. Once his eyes adjusted to the light, and he got a good look at his surroundings, his heart dropped into his stomach. He was in a cell. Three sides were made up of gray stone while the third was made of tightly packed rows of steel bars.

Peter immediately attempted to climb to his feet. His body protested a bit. There was still some of the tranquilizer in his system making his limbs sluggish, and uncoordinated. He was sore, whether it was from crashing into the ground earlier or from rough handling as they moved into this cell he had no idea.

Peter rushed to test the strength of the bars. He wasn't at full strength but he didn't think that he would have been able to move the bars even if he had been. Next he checked to see if his phone was still in his pocket. If they were thorough enough to capture him they probably searched him but it couldn't hurt.

His pockets were predictably empty. He hoped Natasha had gotten his text. They even took his shoes. So it went without saying that his web shooters were nowhere to be seen. In their place were metal cuffs on each wrist that completely blocked off the openings to his webbing. He attempted to fire out a string, and only succeeded in feeling it get stuck against his skin and the metal cuff. There was an additional metal collar around his throat. A chill went down his spine at the discovery.

Peter ran a hand through his hair, his mind racing. He tried to catalogue what he needed to do. But he didn't have a lot of information to go on, and his terror was making it hard for him to think. He had no idea where he was, how long he'd been unconscious, or any concrete evidence on who had actually taken him. They knew about some of his abilities now since he'd used them to fight back. They might not know about the extent of abilities so hopefully he could use that to his advantage.

There was nothing outside his cell. The view through the steel bars only allowed him to see a stone wall, and a small corridor that stretched out to the left and right. The prison cell he occupied was small. No more than six by six feet, and it was completely empty. Not so much as a cot or even a bucket in the corner, which meant Peter probably wouldn't be here long or they were just ass hats.

Peter walked the perimeter of the cell, searching for weak points or even some loose stone that he could use to chip away at the bars or walls. He found one spot with some loose stone. With nothing better to do he used his fingers to start digging away at the loose stone. Natasha had taught him a little bit about lock picking, and he was hopeful if he could find something he might be able to pick the lock of his cell door. He hadn't made much progress when the sounds of approaching footsteps could be heard coming down the hall. Peter stood and moved to the center of his cell, trying to prepare himself for anything.

A group of four, heavily armed men stopped in front of his cell. They were what one would expect of henchmen: big, broad, and without a hint of expression.

They stared at each other.

"Gentlemen, I'm glad so you're here I was getting bored. What do you say we liven things up by playing a rousing game of scrabble?" Peter forced himself to adopt a cocky grin.

"You so much as twitch, kid, and we electrocute your ass until you're drooling on the floor," the lead thug spat.

Peter recognized his voice as the one he'd shot web at just before he'd been captured. There was even some still stuck in his short, dark hair.

"So, that's a no on the scrabble?" Peter mumbled.

"We're opening the door, don't move," the lead thug growled.

The lead thug pulled out some keys, and slid one of them into the lock. His eyes focused on the key, imprinting it into his memory. He watched closely as the lead thug slipped the ring of keys back into a side pocket. The others pulled out long metal rods.

Peter did as he was told despite the anxiety he felt over what they were going to use the rods for. He didn't move a muscle as the door to his cell was slid open. Two of the men stepped forward and lowered the ends of their rods to Peter's metal cuffs. With a jerk his cuffs magnetized to the ends of the rods. Using the leverage of the rods they dragged him out of the cell by his wrists. The remaining henchman with the rod got behind him, and attached the rod to the back of Peter's collar.

The lead thug walked in front of them, a black baton with currents of electricity running through it in his hand. Peter was enclosed between the four men. His movements tightly controlled by the poles connected to his wrists, and neck. He could have tried to pull away but he knew it would be smarter to wait. Natasha had talked to him about how important it was to have some understanding of the layout of where he was. If he got away from these men he could just run around in circles until he ended up running into some more, and his movements would be even more hindered for a second attempt since they would be more prepared. Peter needed to wait for the opportune moment.

At the end of the corridor they came to a big steel door. Lead Thug had to pull out his keys again to unlock the door. At least Peter knew the facility he was in wasn't that high tech if they were still using manual locks. He couldn't decide if that was a good thing or not. Probably not. He could have fiddled with the wiring of a control panel to unlock the doors. But trying to pick the locks of every door he came across was going to significantly slow him down when he made a bid for freedom. Maybe he'd get lucky and there would be a ventilation system, and he would be able to get up into the airshafts.

"So are you guys Hydra or what?" Peter questioned, hoping to gather some information.

They didn't answer. In fact they didn't even bother to look at him.

"Okay, the strong and silent type. Are you mercenaries? Or a really weird boy band? Come on, you gotta give me something here, fellas," Peter rambled. "Hey, maybe you're a religious cult. In which case I really have to decline the offer. My aunt told me never to—"

"Shut up!" snarled Lead Thug.

Peter fell silent and focused on the turns they made through the gray stoned corridor, and the doors they passed through. They went up two floors, and started passing doors with glass windows. Inside, Peter could see what looked like labs with scientists moving around, and doing various, most definitely illegal, experiments. Peter's insides twisted at the thought of what was going on behind those doors.

Eventually, they dragged Peter through one of the lab doors. Inside was a plethora of equipment, and a metal exam chair. The chair had a strange metal halo hovering over it. Peter broke out in a cold sweat as they started dragging him towards the chair. His childhood memories were playing at the corners of his mind, and despite his efforts to remain calm he started to struggle.

He stopped thinking rationally and just reacted. Peter yanked his right arm free from its hold, and elbowed the thug on the right in the face. The thug flew back, crashing hard into the floor. Using the element of surprise Peter spun, yanking the rods out of the hands of the remaining thugs.

He whipped around to face the three remaining henchmen. The fourth was slowly picking himself off the floor. Peter quickly yanked off the metal rods attached to him. He tossed them in the opposite corner of the room.

"You wanna play games, kid? We can play games," Lead Thug smirked.

"I suggested scrabble to you boys earlier but you didn't want to play so it looks like you've got to settle for getting your butts kicked," Peter snarked.

"Show me what you got, kid," Lead Thug pulled out two of the electric batons.

"Right back at you," Peter sprinted straight towards him.

Peter leapt, and connected both feet to lead thug's chest. He landed in a back handspring, and was back on his feet in time to stop a hit from one of the remaining thugs. While Lead Thug was down he wasn't going to stay down for long, and Peter still had to contend with the three others. Peter laid a second henchman out flat with a sharp right hook to the head.

Peter had never been so thankful for Natasha's training. The goons weren't anything like fighting common street thieves and lowlifes. They were well trained, and even though Peter was definitely stronger and faster, they could hold their own. Not to mention it was three against one. Well, two against one after another thug fell to the floor, knocked out cold from a roundhouse kick to the face.

Once Lead Thug realized that the fight wasn't going in their favor he snarled, "Taze him."

The remaining henchmen fumbled with getting something out of his pocket. Lead Thug kept Peter from getting to him. Peter would have killed to have access to his webs. It would have made snatching the device right out of his hands child's play. He leapt onto the ceiling, and crawled as quickly as he could to get to the other henchmen before he could set off whatever he had in his pockets. Unfortunately, he didn't quite get there in time.

Peter was taken off guard when the cuffs on his wrists and neck lit up, and sent a powerful surge of electricity coursing through him. The powerful jolt had his limbs jerking uncontrollably, and collapsing to the floor in a heap. Once the shocking stopped he sagged against the floor, and took deep, full breaths. He tried desperately to regain control of his body but the shock left his body numb, and twitching spasmodically.

In his weakened state they were able to strap him into the exam chair. Metal cuffs snapped into place around his arms, legs, waist, and chest locking him into the chair.

"The doctor will see you now, kid," Lead Thug smirked viciously.

He went to check on the other henchmen. More men entered the room to remove the two unconscious men. Two more entered to take the place of their fallen comrades. The four men fell back to stand at attention in each corner of the room.

Peter swallowed as the door to the lab swung open.

In walked what looked like a poorly pieced together robot. It had long, powerful metal arms and legs with a wide, clunky middle, and no head. The head seemed to be located in its chest where a fuzzy screen dominated most of the front of the torso. A face was plastered over that screen. It was bald and bespectacled.

"Ah, hello, Peter. It was a valiant effort of escape, and I dare say I would have been disappointed if hadn't at least tried," the robot droned in accented German.

Peter stared at the robot unable to comprehend what he was seeing. Who was behind the controls of this thing?

"It is so good to finally meet you face to face, so to speak," the robot waved an arm to indicate it's form.

"Who are you?" Peter asked.

"My name is Dr. Arnim Zola," the robot introduced.

"Arnim Zola? The Hydra scientist? Isn't he long dead?" Peter frowned.

"My body may be dead but my consciousness lives on in this metal form. Your mother and the good Captain America thought me destroyed but I made sure to back up my brain in more than one location. One can never be too careful after all," Zola explained.

"So you're Hydra," Peter let out a shaky breath.

At least that answered the question of who had taken him. He wasn't sure if it was better or worse finally knowing for certain.

His muscles were still trembling from the force of the shock that he'd received but he was slowly getting his strength back.

"Yes, or at least I am a faction of Hydra. There are quite a lot of us out there, and we aren't as united as we had hoped we would be when we came out into the light. However, with our plans for the helicarriers being foiled it was not to be," Zola stated.

"Captain America stopped them," Peter grinned.

"Yes, he has quite knack for ruining our plans. This time he had help from your mother," Zola commented.

This had been the second time he'd alluded to knowing who Peter's mother was.

"So you know about my parents?" Peter asked for clarification.

"Of course I know who you are, Peter. How could I not when I had a hand in your birth? After all, had I not experimented on your father he would have not survived his fall from the train. And had I not brought him back to my facility after his fall he would have died in the snow. He would have not been alive to one day become your father. So in a way you owe your life to me," the screen flickered as he smirked.

"I don't owe you anything," Peter spat.

He tested his strength against the restraints holding him down. His body had finally shaken off the tremors from the electricity. They didn't so much as budge.

"But you do, Peter. I may not have had a hand in creating your abilities, and what a poor job those scientists did with you. Regrettably by that time I was firmly in SHIELD's custody. I could have done such wonders with you considering the potential already locked inside your genetic code from your parents. However, you found your own way to be special, to enhance yourself. From the records left behind you showed no signs of advancement. In fact you were so lacking they put you away. But now look at you," Zola moved to stand beside Peter.

Peter glared at the man that really wasn't much of a man anymore.

"You are strong, intelligent, and utterly unique. The substance produced from your wrists is stronger than any cable of the same width and flexibility. You can cling to ceilings with nothing but your fingertips. Not to mention your near precognitive ability to sense projectiles coming towards you. I witnessed the video footage of your near escape. How did you accomplish such a thing, Peter?" Zola questioned.

"Just lucky I guess," Peter smirked, his eyes glaring fiercely at Zola.

"I see…it is no matter. I will find the answers in your DNA," Zola droned.

"You can try," Peter jutted out his chin in defiance.

Zola chuckled, "Your father was quite impertinent too, Peter, before I reprogrammed him to be Hydra's perfect soldier. Once I'm through reprogramming you, you too will be the perfect soldier. Furthermore, just like your father, you will help Hydra usher the world into a new, greater era."

"Reprogram?" Peter questioned, feeling dread settle into his stomach.

"It is obvious that you won't be swayed to Hydra's side willingly. To try to do so would be a waste of your time and mine. So, we will wipe your mind, and start anew. A new, loyal soldier for Hydra now that we've lost the Winter Soldier," Zola explained.

Peter felt panic stir inside him. He had to escape. He couldn't let something like that happen to him.

"And when do you plan on…reprogramming me?" Peter had to force the word out.

"You're a clever boy, just like your mother. The longer I wait, the more chances I give you to escape. I had to move the mind-altering technology from its previous location after the fall of SHIELD. It took some time to get it set back up, and it's almost finished now. As soon as it's recalibrated we can start," Zola informed, waving towards the screen of one of the monitors where the percentage was slowly ticking upwards.

With a sick jolt Peter realized that he was already strapped into the device that Zola was going to use to wipe his memories. Peter glanced up at the metal halo hovering barely a foot over his head. It was a lot more threatening than he had originally thought. It was the tool Zola was planning to use to erase everything that he was.

Zola continued to chat with him about the state of Hydra as he took samples of Peter's blood. Peter only half-listened, he was too focused on finding a way to escape. He was doing his best to slide his hands through the wrist holds.

Peter did tune in a bit more when he caught a familiar name.

"Dear Baron von Strucker thinks he can keep Loki's scepter all to himself. I have been Hydra's lead scientist since before he was born. Alas if he won't share I will have to find a way to take it from him. It is only my right as Hydra's top scientist. After all I served the Red Skull. I have been loyal to Hydra for over seventy years. Perhaps this will be something you will help me with, Peter, once you're loyal to Hydra," Zola prattled on.

"I won't ever be loyal to Hydra," Peter snarled.

Peter strained against his bonds. They didn't give at all. He couldn't slip his hands free from the armrests either.

"Not as you are now," Zola chuckled.

"Natasha will find me," Peter spoke with conviction. Natasha would do everything in her power to find him.

"Oh, I have no doubt about that, Peter. The Black Widow is quite resourceful, and will go to the ends of the Earth for her precious boy. However, will she find you in time? Will she find you before you no longer remember her face? I think not. Not after the wild goose chase I've sent her on," Zola said smugly.

"The message from her contacts was fake," Peter realized.

"Yes, she did not suspect it. I am quite good with computers as you can imagine, being nearly one myself," Zola agreed.

"She'll know it's a set up," Peter was confident about this. Besides he'd sent her a message of his own.

"Of course she will. That is why I sent her coordinates to an actual Hydra base. She's too tied up with them at the moment to make a quick getaway. Even after she received your message. Your mother won't reach you in time, Peter," a pleased grin plastered itself over Zola's face.

Peter felt ice wash through his veins. He couldn't give in. It wasn't over until it was over. Peter would keep fighting as long as he could.

A beep from one of the screens sounded.

"Ah, it looks like everything is ready for you, Peter," Zola droned.

Peter shouted and struggled. Fear like he had never experienced washed over him. The thought of having his entire life just wiped away was terrifying. Zola turning him into a mindless Hydra drone was even more horrifying.

His heart started pounding in his chest, his breath was coming in shorter and faster spurts as his fear and anxiety grew. One of the henchmen came forward to shove a rubber mouth guard into his mouth muttering something about not biting his tongue off.

"Don't worry, Peter, it will only hurt for a moment, and you won't even remember the pain," Zola crooned in his metallic voice.

The metal monster stood in front of the chair for a moment, looking at Peter.

Peter glared back trying his best to keep up a brave front. He wouldn't give him the satisfaction of showing just how terrified he actually was.

Zola moved over to the control panel. The chair leaned back, and the metal halo lowered down to settle over parts of Peter's face and head.

Suddenly the sounds of shouting and gunfire trickled into the room.

"Go see what's happening!" Zola commanded.

Two of the men swiftly departed from the room.

It had to be Natasha, she had to be here.

Zola must have read his thoughts. "You may have a rescuer on the way. But they'll be too late to save you."

Zola turned to the controls. Peter glanced at the door. The sounds of a fight were getting closer. But were they close enough? Were they even here to help him? It could just be another faction of Hydra here to take whatever Zola had.

Peter closed his eyes. He tried to concentrate on his memories. He brought up some of his best memories. Uncle Ben and Aunt May taking him to the zoo. Gwen smiling. Critiquing movies with Natasha. Swinging above Manhattan at night.

He couldn't lose himself. Peter would fight with everything he had inside him to preserve as much of himself as he possibly could.

"Time to say goodbye, Peter," Zola had completed setting up the calculations. All he needed to do was hit the switch, and Peter Parker would disappear forever.

* * *

 **I'm not very good with romance so I tend to stick to canon pairings. But if there are there any suggestions for pairings for Natasha I'm open to them. The ones I'm leaning towards are:**

 **Natasha/ Bruce (canon in the MCU)**

 **Natasha/ Bucky (canon in the comics): With this pairing it wouldn't happen for a while because Bucky would need to be in a much better place mentally before he could even think about starting a relationship.**

 **Natasha/ the Black Widow don't need no man (besides her Little Spider)**

 **Please leave a comment if you feel strongly about why or why not any of these pairings should be in the story. Or you can just leave your vote there no explanation necessary. I was just curious to see what people think.**

 **PS the next chapter is half way done so hopefully I'll have it done in a week.**


	6. Road Trip

**Chapter 6: Road Trip**

"Time to say goodbye, Peter," Zola was ready to flip the switch, and permanently erase everything that Peter was.

Peter's eyes were closed. He was so focused on preserving his memories he almost missed the sound of the door being kicked open followed by a hail of gunfire. His eyes shot open just in time to see what looked like a homeless man in a dark green cargo jacket, and wielding two machine guns take out the two remaining goons in the room.

The crazy homeless man fired straight at Zola who had to jolt away from flipping the switch on the controls to avoid being hit. Peter figured it had to be his leftover human instincts causing him to shy away from the bullets or maybe his metal form was just really fragile.

"Sergeant Barnes, so good to see you again," Zola greeted in a placating manner.

The gun toting homeless man who was possibly Bucky Barnes didn't even respond he just open fired on Zola. Peter's second theory was proven correct when the deluge of bullets literally tore Zola in half, and just like that Zola crumbled into a pile of scraps. Peter knew better than to think that Zola didn't have a back up.

Possibly Bucky Barnes turned to lock eyes with Peter. It was a bit of a surreal moment for him. It was more than a little bizarre to find himself looking into a pair of eyes that were the same as the ones he saw in the mirror every day just set in a different face.

"She was right," Peter mumbled, after spitting out the rubber mouth guard in his mouth.

There was no denying that Peter had inherited his eye color from his biological father, which meant that underneath all that long, dark brown hair and tangled, bushy beard was Bucky Barnes.

"What did you say?" Bucky demanded.

There was no hint of recognition in his eyes, which was a bit of a disappointment but not completely unexpected. After all they'd only met once. There had to be a lot more important things for him to remember then their one time meeting.

"Can you get me out of here?" Peter asked.

He was surprised that he could even speak considering how shaky he felt at the moment.

Bucky stared at him for a moment, weighing him as friend or foe. He seemed to make up his mind, and strode across the room. Bucky hit the release button on the control panel. As soon as the restraints popped off, Peter leapt up from the chair as fast as he could. He staggered a bit. He was almost lightheaded with the relief he felt at being able to get up from the chair with his mind fully intact. He'd come so close to losing everything.

"Thank you," Peter said gratefully, smiling at Bucky.

Bucky nodded absently he wasn't looking at Peter. His eyes were locked on the chair, gaze intense.

"I've looked everywhere for it. Now I can destroy it. They'll never control me again," Bucky muttered to himself.

He pulled out a bunch of explosives, and started sticking them around the chair.

"Do you need any help?" Peter offered. It was only the polite thing to do after he had saved his life, and Peter wouldn't mind having a hand in the utter destruction of the foul device.

Bucky gave him another considering look before handing some over. Peter was pleased to pass inspection, and more than happy to help Bucky blow the mind erasing chair sky high.

Once everything was in place the two of them made their way out into the hallway to take cover. Bucky had the trigger and pressed the button. The explosion was a bit of an overkill but when they peeked back in it was obvious it was worth it. The chair was utterly destroyed, and Hydra wouldn't be piecing it back together anytime soon as there weren't any pieces big enough to piece together. It also had the added benefit of destroying all the blood samples Zola had taken from Peter.

"We should get out of here," Peter prompted when Bucky continued to stare blankly at the room the chair had once sat in.

Bucky didn't answer. He just turned and started charging down the hallway. Peter followed him, uncertain of his welcome.

Bucky had left a trail of destruction in his mission to get to the chair. At least it made it a bit easier to get out of the facility. They only ran into one small group of henchmen. Peter was all prepared to fight them but they took one look at the crazed, murderous expression on Bucky's face, and turned tail. It was a wise decision.

Peter was just grateful that Bucky seemed to think he wasn't a threat, and hadn't turned the murderous expression on him yet.

Once they were outside Peter took a moment to breathe in the fresh air. It was day, and Peter had never been so happy to feel sunlight on his face. The facility they had been in was an old, abandoned castle. They were completely surrounded by forest, blocking any other views of distinguishing landmarks that might have helped Peter identify his location. There were a couple of black jeeps waiting in the parking lot.

The moment the two of them started moving towards the closest jeep a hail of bullets rained down on them. It looks like Hydra had taken off the kid gloves and didn't want to let them go without a fight.

Bucky whipped his machine guns back out, and returned fire. Peter decided he would try to be helpful, and get the two of them out there before Hydra backup arrived. He darted into the closest jeep, and hot-wired it.

"Come on, let's get out here!" Peter called to Bucky as he pulled the jeep up beside him.

At first Peter didn't think that Bucky would listen to him. Peter didn't want to leave him so he had been trying to come up with a plan on getting Bucky into the jeep. Bucky surprised him by jumping into the jeep on his own.

Peter didn't hesitate. He hit the gas, and tore down the dirt road leading away from the facility. About five minutes in they had company. To Peter's complete shock and amazement Bucky leaned half way out of the window and started firing at the jeeps behind them.

Peter did his best to focus on driving. The ricochet of bullets hitting the back of the jeep had Peter flinching. His fingers were leaving indents in the steering wheel from where he was gripping it so tightly. The road was rough and winding. There was a steady decline, steep drop offs, and large rock formations leading him to believe they were on the side of a mountain. Peter hadn't actually ever driven a car before but he supposed driving down a mountainside while being shot at by Hydra goons was as good a time as any. He was very thankful for his quick reflexes in that moment.

The sudden explosions had Peter risking a glance in the rearview mirror. Bucky had taken out the tires of the lead jeep. It careened into a wall of loose rocks, and made some of the large rocks tumble down, blocking the road from allowing the other jeeps behind them to pass.

Bucky remained vigilant in his place out of the window but after another five minutes, and no one else showing up, he slid back into the car. They drove in complete silence. Peter was focused on getting off the mountain. He had no idea what Bucky was thinking about.

It was only when Peter hit a road that was actually a road that Peter breathed a sigh of relief. He'd done it. He'd escaped. He'd gotten away from Hydra with his life and his mind intact.

Peter had also picked up an unexpected accomplice. He chanced a glance at his passenger. Bucky was looking between the side view mirror, and Peter. His hands, both the metal one and the flesh one, were tightly wrapped around one of his guns like it was a security blanket. His entire body was tense, and his brow was furrowed in confusion as he looked between the mirror and Peter.

"I know you," Bucky blurted out suddenly, causing Peter to jump and nearly swerve off the road.

"You do?" Peter was surprised. As far as Peter could remember the two of them had only met once before. But maybe like Peter, seeing things helped trigger Bucky's forgotten memories.

"Yes," Bucky nodded firmly, looking confident. "I know I know you."

"You do. We've met before," Peter ventured, wondering how someone went about explaining that they were your father. It was a reverse Luke and Darth Vader situation. Peter was tempted to blurt out 'You are my father' in his best Darth Vader impression. But he didn't want to further confuse his memory challenged father.

"You have my eyes," Bucky pointed out.

"Yeah, I do," Peter answered cautiously. Should he just blurt it out or try to let Bucky come up with the answer on his own? Peter decided to give him a moment to think it over.

Bucky closed his eyes tightly but it didn't look like he was trying to sleep. He was far too tense for that. Fifteen minutes passed like that, and Peter was working on a way to gently explain the situation to him.

"You're my son," Bucky whispered, opening his eyes to look at Peter.

"Yeah, I am," Peter nodded, pleased that he had remembered on his own.

"I remember you, but you were smaller," Bucky murmured.

"I was a kid then," Peter smiled encouragingly.

"And you're not anymore. You're not a kid anymore. How old are you?" Bucky looked over at him.

"I just turned seventeen," Peter told him.

"Your name… it's Petrov?" Bucky guessed.

"It was. I sort of go by Peter now," Peter explained awkwardly.

"Peter," Bucky tested it out.

"That's me. What should I call you?" Peter broached the subject.

"The man on the bridge called me Bucky. Hydra called me Soldier or the Asset. The museum said my name was James Buchanan Barnes. They called me Bucky too. I don't know which name feels right, right now," Bucky shifted uncomfortably.

Peter was at a loss for words. He couldn't imagine what it would be like to not even be sure of your own name. To imagine such a thing had almost been his fate made him shudder.

"So your memories haven't been coming back?" Peter questioned.

"What do you know about my memories?" Bucky demanded, suddenly defensive.

"I know what they did to you. I can't imagine what it would be like. It was bad enough almost having it happen," Peter whispered.

"They wanted to do you what they'd been doing to me," Bucky realized.

Peter nodded.

"My memories have been coming back in bits and pieces. Things are jumbled inside my head but I'm remembering. The memories come back better if I have something to trigger them. Seeing the pictures in the museum of Steve, and…me. I remembered him. I know him. I recognized you, and it triggered a memory of meeting you. I know I know you. I remember you're my son. I remember seeing you. Hydra had you didn't they? Have they had you all this time?" Bucky's hands were shaking.

"No, they haven't," Peter reassured, hoping to calm him down.

Peter gave him a quick sequence of events of his life so far.

Listening to Peter seemed to calm down the former, unwilling, Hydra assassin. His hands stopped their shaking, and the grip on his gun grew less tense as they talked.

"I'm glad you grew up away from them," Bucky finally murmured.

"Me too," Peter fervently agreed.

The two of them lapsed back into silence. They had finally left behind the back roads, and had reached a more populated road. Peter only knew that they had to be in Europe somewhere since everyone was driving on the wrong side of the road.

"So this is awkward," Peter tried for a joke to break the silence.

Bucky glanced over at him.

"I mean you're just my father who I've only met once. Then the second time we get to meet is thirty years later while we're breaking out of a Hydra base. But even though it is thirty years later neither of us look a day over thirty. Not to mention we look more like brothers than father and son," Peter's chuckle was slightly manic. The events of the day were starting to catch up with him a little bit. He'd almost been turned into a Hydra weapon.

"Are you going to be all right?" Bucky asked, uncertainty flickering over his features.

"Oh, I'm fine. Peachy. How are you? What have you been up to?" Peter questioned, trying to keep his mind occupied.

"I've been trying to piece together my memories, and I remember enough to know I hate Hydra. They took everything from me. My memories, my freedom, my life. My most recent mission was to take out the device they were using to erase my mind," he snarled.

"That was a mission I can wholeheartedly get behind. But now that it's been accomplished, what do you plan to do next?" Peter tapped his fingers against the steering wheel, trying to hold himself together.

"There are more Hydra cells still out there," Bucky growled.

"You could come back with me. I know there are people who are worried about your safety, and want to make sure you're okay," Peter mentioned.

"Steve," Bucky shifted, and glanced out the window.

"Yeah, I've never met him but Natasha said he's been trying to find you. He wants to help you. You were best friends," Peter emphasized.

"Natasha? I know her?" Bucky questioned, only half certain.

"You do. She's my mom," Peter explained.

"Oh," Bucky's eyes widened then unexpectedly he grinned. "So I guess I know her pretty well then, huh?"

Peter snorted out a surprised laugh, and grinned back, happy to see this side of Bucky. "You could say that. The two of you had a run in more recently too."

"Natasha…" Bucky closed his eyes. "Natalia, the Black Widow. Red hair, and an incredible fighter. I do remember her."

"Will you come then?" Peter wanted to know.

Bucky didn't answer. His gaze locked on the scenery passing by outside their window. Peter didn't push the issue. The man was still confused, and hurting. Peter wasn't going to make it worse by badgering him about doing something he obviously wasn't quite ready to do yet.

"I'm starving, and I need to get in touch with my mom. Do you have any idea where we are?" Peter asked.

"Saarland, Germany," Bucky answered.

"Okay, well, that doesn't exactly make things easier. But okay," Peter sighed.

"We're right on the edge of the German/ French border. Just keep following the road. We'll come to a small town soon enough," Bucky assured.

Bucky was right. They drove for another half hour before coming to a small town called Blieskastel. They ditched the jeep, got Peter a new pair of shoes, and stopped at a small tavern for something to eat. Bucky even helped him get the collar and the metal cuffs off by using his metal arm.

Peter didn't call Natasha the moment he found out they had a phone. He knew he should let her know he was all right but he wanted to spend some more time with Bucky first. Bucky was already twitching at the mention of Natasha coming. He'd probably take off the moment she said she was on her way.

They sat at a table. Bucky inexplicably had some German cash on him, and they bought lunch. The whole situation was surreal. He'd never been out of the country before, and here he was in Germany having lunch with his ex-assassin father.

He waited until they both finished their lunch to bring up Bucky returning with him again.

"I can't just yet," Bucky admitted.

"If you want to wipe out the rest of Hydra, the Avengers would be a huge help," Peter offered, thinking that Bucky's revenge against Hydra was what was keeping him from coming home.

"No, it's not that. Being around you is nice. You don't have any preconceived notions of what I should be like," Bucky explained hesitantly.

"That's why you don't want to see the Captain," Peter realized.

"Yeah, he wants his friend back. He wants Bucky. And, yeah in a lotta ways I am Bucky. I remember being Bucky, mostly. But I don't think I can ever go back to being just Bucky. I'll always have a part of the Soldier inside me. I don't want to disappoint him. Steve is the one who helped me remember in the first place. He helped me break through the Hydra conditioning," Bucky ran his left hand over his face.

"I think he's more worried about you than anything else. I don't think he'd be disappointed if you were a little different. I'm sure he expects it. I think he'd just be glad to know that you're okay," Peter insisted.

Bucky didn't look convinced.

"At least let me give you my number before you disappear again. You know, incase you need something or whatever," Peter offered.

"I don't need help," Bucky growled.

"Okay, then call me incase you get bored in between kicking Hydra's butt. We can chat or if you're in the area we can hang out. You know you can tell me all about how the old days were way better, and I can pretend I care about how you walked to school uphill both ways," Peter grinned.

Bucky let out a reluctant chuckle. "Are you calling me old?"

"Oh, you're not old, you're ancient. You are pushing ninety, old fellar," Peter was pleased that the two of them bantering with each other.

"Uh huh, I'll show you old, kid," Bucky smirked, and to Peter's complete shock he flicked a chip at him.

Peter burst into laughter. It was like the guy sitting in front of him was a completely different person than the guy who'd burst in firing machines guns all over the place. This Bucky had emotion in his tone. He was smiling occasionally, and there was some light in his eyes. It was a complete turn around from the monotone, blank faced soldier who kept a tight grip on his guns.

The carefree Bucky didn't last. It seemed that all it took was someone slamming a door a little too forcefully, and Bucky was back to being a soldier. He sat up ramrod straight, and his face shuttered back to the inscrutable expression Peter didn't have a chance of deciphering.

"So, I really should call Natasha. Let her know I'm alive and everything," Peter brought up.

"I have a phone you can use," Bucky fished a battered flip phone out of one of the many pockets on his green jacket.

"Thanks," Peter took the phone.

Feeling a little nervous he typed in the number. It rang twice before Natasha answered.

"What?" Natasha demanded, there were sounds of gunfire going off in the background and she sounded like she was out of breath.

"It's me," Peter choked out.

"Peter," Natasha breathed.

"Yeah," Peter replied.

"How are you? What happened? Where are you?" she questioned rapid fire.

"I'm fine. Hydra kidnapped me but it's all-good because I escaped. I'm in some town called Blieskastel, Germany in the local tavern," Peter responded.

"I'm in Italy. Don't move unless you have to. I'll be there in an hour and half," she sounded completely confident despite the sounds of explosions going on behind her, and the fact that Italy was quite a distance away.

"Okay, sounds like a plan, I'll see you then," Peter agreed.

"Be safe," Natasha commanded.

"You too," Peter responded before they ended the call.

Peter handed the cellphone back to Bucky.

"I'll stay until your mother gets here," Bucky informed him gruffly.

"You don't have to," Peter offered him the chance to escape.

"There's always the risk Hydra might catch up. It's better if the two of us wait together," Bucky responded firmly.

"All right," Peter couldn't argue that point.

About forty-five minutes had passed when Peter's luck made its appearance known.

Two men entered the tavern. Peter wouldn't have thought anything of it but Bucky immediately tensed in his seat. He'd carefully scanned everyone that had come in and out of the tavern since they'd got there but so far everyone had passed inspection, except for those two.

"Hydra," Peter guessed.

"They'll be a lot more than just those two sniffing around. We need to get out of here," Bucky murmured.

Bucky caught Peter's eyes and glanced towards the door to the kitchen. That was all Peter needed to understand what he needed to do. At Bucky's nod Peter stood up, and casually made his way to the kitchen. He just passed through the door when he heard the shouts. Peter sprinted through the kitchen and out a back door just as gunfire broke out. A part of him felt guilty about running away from the fight but he knew what Bucky wanted him to do.

Once he was outside he found the nearest car. It was small but sturdy looking. Peter felt bad about what he was about to do considering he webbed people who did this. But he knew it was necessary at the moment. He punched out a window in the back seat. He slipped in, and easily maneuvered himself into the front seat where he set about hotwiring the car.

"If being Spider-Man doesn't pan out I suppose I can always turn to a life of crime as a car thief," Peter muttered to himself as the car started up.

He'd just gotten the car started when a very angry German man came tearing out of a building.

"I'm sorry, sir," Peter tried to placate. Unfortunately, German was not a language Peter could speak so the apology didn't really help.

The man was approaching the driver side when Bucky appeared. He grabbed hold of the man with his metal arm, and tossed him safely onto a patch of lawn just before he was almost hit by some stray bullets. At least ten Hydra agents were making their way from the nooks and crannies of the small town.

Bucky didn't waste time in returning fire, and jumped into the car. Peter's foot had already hit the gas before Bucky even got a chance to close the door all the way. Peter weaved in and around the winding streets. For the third time in his life he was being chased by Hydra goons in black vehicles. Peter was sick of car chases. More than anything he wanted to be back in New York City, on his turf where the skyscrapers were his playground, and he knew exactly how to use them to his advantage.

Bucky was once more out the window firing at the Hydra cars behind them. Peter did his best to use evasive maneuvers to lose them. Natasha and he had briefly touched on evasive maneuvers, and he was doing his best to complete them. Bucky did his part by shooting out the tires of the SUVs behind them.

They managed to escape the small town with only one SUV behind them. They had lost the others in the winding streets of the small German town. The Hydra goons used Bucky's tactics against him, and shot out the tires of their small stolen car.

Peter did his best to control the car as it careened off the road now that it didn't have wheels to propel it. Eventually they came to a harsh stop. The SUV stopped beside them, and several goons in the car jumped out with guns raised.

"We need to get their car. I'll cover you, and you get to car," Bucky stated glancing at the approaching goons.

"Sounds like a plan," Peter nodded taking a couple of deep breaths.

Bucky shot out of the car, using the side for cover as he open fired on the Hydra agents. Peter got out too, creeping along behind the car to wait for the best moment to sprint to the SUV. There was still one goon waiting in the car so Peter would have to take care of him before Bucky, and he could gain possession of the SUV.

"When I break cover, go for the SUV," Bucky ordered.

Peter nodded.

Bucky leapt over the top of the car, and straight towards the goons. Peter was momentarily frozen in awe as he watched Bucky tear into the goons. Bucky expertly dodged their bullets until he was within striking distance. His metal arm was used to send powerful punches at the goons, and crush the weapons they held in their hands.

Peter got himself together once he saw that Bucky had things under control, and sprinted towards the SUV. He shot a string of web at the goon still in the SUV, and one hard yank had him flying out of the driver seat. Peter knocked him out with a sharp right hook to the jaw.

He jumped into the SUV, and made sure that everything was ready to go. He glanced up to check on Bucky's progress, and to see if he needed any help. The ex-assassin was just finishing up with the last goon, and then went about riffling through their pockets for weapons and ammo. Once he was finished he joined Peter in the SUV.

"Where to now?" Peter asked.

"Paris, it's a couple hours away. But we have a better chance at keeping our anonymity in a big city. Call your mom to let her know the change of plans," Bucky handed him the phone.

Peter called Natasha. She was worried about the attack but Peter assured her that he was all right, and that he would meet up with her in Paris.

"Someone's with you. Who is it?" Natasha demanded.

"Well…" Peter glanced uncertainly at Bucky.

Bucky gave him a short nod.

"I'm with…" Peter didn't know what to call Bucky. He'd been calling him Bucky in his head but Bucky himself didn't know what to call himself. He settled for, "I'm with my father."

"And you're safe?" Natasha demanded.

"Yes," Peter was one hundred percent certain that he was safe with Bucky.

"Good, I'll meet you two at..." she rattled off the name of a café.

Peter relayed the information to Bucky who nodded. He looked a little uncomfortable but resolute.

"You don't have to come with me to meet with Natasha," Peter offered.

"No, I think it will be good to see her. I can't avoid my past forever," Bucky shrugged.

"Okay then," Peter turned his attention back to the road.

He was glad that Bucky was sticking with him. He just hoped Bucky and Natasha's reunion would go smoothly, and without any interference from Hydra.

* * *

 **Thank you for everyone's reviews, and reasons for pairings. They helped me with my decision. For now Natasha won't be paired with anyone. But if I eventually do decide to pair her with anyone it will be Bucky, and their relationship will take a backseat to rebuilding their relationship with Peter.**


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